2015 Code of Alabama
Title 10A - ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE.
Chapter 2 - BUSINESS CORPORATIONS.
Article 8 - Directors and Officers.
Division A - Board of Directors.
Section 10A-2-8.10 - Vacancy on board.
(a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors:
(1) The shareholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that the directors are authorized to fill, 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 Section 10A-2-8.07(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.10; amended and renumbered by Act 2009-513, p. 967, §116.)Disclaimer: These codes may not be the most recent version. Alabama may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
