1. Unless different rules for filling vacancies are provided for in the articles or
a. Vacancies on the board resulting from the death, resignation, removal, or disqualification
of a director may be filled by the affirmative vote of a majority of the remaining
directors, even though the remaining directors constitute less than a quorum; and
b. Vacancies on the board resulting from newly created directorships may be filled
by the affirmative vote of a majority of the directors serving at the time of the
2. Each director elected under this section to fill a vacancy holds office until a
qualified successor is elected by the shareholders at the next regular or special
meeting of the shareholders.
3. A vacancy that will occur at a specific later date may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.
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