2005 Idaho Code - 30-3-72 — VACANCY ON BOARD

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-72.  VACANCY ON BOARD. (1) Unless the articles or bylaws provide
otherwise, and except as provided in subsections (2) and (3) of this section,
if a vacancy occurs on a board of directors, including a vacancy resulting
from an increase in the number of directors:
    (a)  The members, if any, may fill the vacancy. If the vacant office was
    held by a director elected by a class, chapter or other organizational
    unit or by region or other geographic grouping, only members of the class,
    chapter, unit or grouping are entitled to vote to fill the vacancy if it
    is filled by the members;
    (b)  The board of directors may fill the 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)  Unless the articles or bylaws provide otherwise, if a vacant office
was held by an appointed director, only the person who appointed the director
may fill the vacancy.
    (3)  If a vacant office was held by a designated director, the vacancy
shall be filled as provided in the articles or bylaws.  In the absence of an
applicable article or bylaw provision, the vacancy may not be filled by the
board.
    (4)  A vacancy that will occur at a specific later date, by reason of a
resignation effective at a later date under section 30-3-69(2), Idaho Code, or
otherwise, may be filled before the vacancy occurs but the new director may
not take office until the vacancy occurs.