5725 - Selection of directors.
§ 5725. Selection of directors. (a) General rule.--Except as otherwise provided in this section, directors, other than those named in the articles, if any, shall be elected by the members. (b) Other methods.--If a bylaw adopted by the members so provides, directors may be elected, appointed, designated or otherwise selected by such person or persons or by such method or methods as shall be fixed by, or in the manner provided in, such bylaw. (c) Vacancies.--Except as otherwise provided in the bylaws, vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled by a majority of the remaining members of the board though less than a quorum, and each person so elected shall be a director to serve for the balance of the unexpired term unless otherwise restricted in the bylaws. (d) Alternate directors.--If the bylaws so provide, a person or group of persons entitled to elect, appoint, designate or otherwise select one or more directors may select one or more alternates for each such director. In the absence of a director from a meeting of the board one of his alternates may, in the manner and upon such notice, if any, as may be provided in the bylaws, attend such meeting and exercise at the meeting such of the powers of the absent director as may be specified by, or in the manner provided in, the bylaws. When so exercising the powers of the absent director, such alternate shall be subject in all respects to the provisions of this article relating to directors. (e) Nomination of directors.--Unless the bylaws provide otherwise, directors shall be nominated by a nominating committee or from the floor. (Dec. 12, 1984, P.L.977, No.193, eff. 60 days) 1984 Amendment. Act 193 added subsec. (e). Cross References. Section 5725 is referred to in section 5504 of this title.