Unless different rules for filling vacancies are provided for in the articles or bylaws:

Terms Used In Minnesota Statutes 302A.225

  • Majority: means with respect to an individual the period of time after the individual reaches the age of 18. See Minnesota Statutes 645.451
  • Quorum: The number of legislators that must be present to do business.

(a)(1) Vacancies on the board resulting from the death, resignation, removal, or disqualification of a director may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum; and

(2) Vacancies on the board resulting from newly created directorships may be filled by the affirmative vote of a majority of the directors serving at the time of the increase; and

(b) Each director elected under this section to fill a vacancy holds office until a qualified successor is elected by the shareholders at the next regular or special meeting of the shareholders.