A. 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, either:

Terms Used In Arizona Laws 10-810

  • Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
  • Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
  • Quorum: The number of legislators that must be present to do business.
  • Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
  • Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or chapters 1 through 17 of this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Arizona Laws 10-140

1. The shareholders may fill the vacancy.

2. The board of directors may fill the vacancy.

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 of 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 10-807, subsection B or otherwise may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

D. If at any time by reason of death or resignation or other cause a corporation has no directors in office, any officer or any shareholder may call a special meeting of shareholders.