There is a newer version of the South Dakota Codified Laws
2006 South Dakota Code - 47-1A-810 — Vacancy on board.
47-1A-810. Vacancy on board. 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:
(1) The shareholders may fill the
vacancy;
(2) The board of directors may fill the
vacancy; or
(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.
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.
A vacancy
that will occur at a specific later date, by reason of a
resignation effective at a later date under § 47-1A-807
or otherwise, may be filled before the vacancy occurs but the new
director may not take office until the vacancy occurs.
Source: SL 2005, ch 239, § 145.
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