§ 4-26-803 - Vacancies.
4-26-803. Vacancies.
(a) (1) A vacancy on the board of directors shall exist when a director dies or resigns or when he is removed by the shareholders or by virtue of newly created directorship resulting from any increase in the authorized number of directors.
(2) Any vacancy, other than a vacancy occurring through shareholders' action in removing a director, occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board, unless it is otherwise provided in the articles of incorporation or bylaws, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced.
(b) If by reason of death, resignation, or other cause, a corporation should at any time have no directors in office, then any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders and, over his own signature, give notice of the meeting according to 4-26-703.