§ 8.10

06 provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:\n(1) the shareholders may fill the vacancy;\n(2) the board of directors may fill the vacancy; or\n(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.\n(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 or, unless the articles of organization or by-laws provide otherwise, the directors elected by that voting group are entitled to vote to fill the vacancy.\n(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 8.07 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.