(a)  Any vacancy occurring on the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, unless the articles of incorporation or the bylaws provide that a vacancy or created directorship shall be filled in some other manner, in which case the provision shall control.

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Terms Used In Rhode Island General Laws 7-6-24

  • Articles of incorporation: means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities. See Rhode Island General Laws 7-6-2
  • Board of directors: means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated. See Rhode Island General Laws 7-6-2
  • Bylaws: means the code or codes of rules adopted for the regulation or management of the affairs of the corporation regardless of the name, or names, by which the rules are designated. See Rhode Island General Laws 7-6-2
  • Director: means a member of a board of directors. See Rhode Island General Laws 7-6-2

(b)  A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the director’s predecessor in office.

(c)  Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors for a term of office continuing only until the next election of directors.

History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.