271B.8 -100 Vacancy on board. (1) 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: (a) The shareholders may fill the vacancy; (b) The board of directors may fill t he vacancy; or (c) 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. (2) If the vacant office was held by a director e lected by a voting group of shareholders, only the holders of shares of that voting group shall be entitled to vote to fill the vacancy if it is filled by the shareholders. (3) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (2) of KRS 271B.8 -070 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 76, effective January 1, 1989.
Kentucky Legal Code