Section 293-A:8.10 Vacancy on Board.
(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) The shareholders may fill the vacancy.
(2) The board of directors may fill the vacancy.
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under RSA 293-A:8.07(b) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
Source. 1992, 255:1, eff. Jan. 1, 1993.