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2021 Tennessee Code
Title 48 - Securities, Corporations and Associations
Chapter 18 - Directors and Officers
Part 1 - Board of Directors
§ 48-18-110. Vacancy on Board
Universal Citation: TN Code § 48-18-110 (2021)
- Unless the charter provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from a removal with or without cause:
- The shareholders may fill the vacancy;
- The board of directors may fill the vacancy; or
- 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 § 48-18-107(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
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