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:
Terms Used In Utah Code 16-10a-810
Articles of incorporation: include :
(a)
amended and restated articles of incorporation;
(b)
articles of merger; and
(c)
a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
Quorum: The number of legislators that must be present to do business.
Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Utah Code 16-10a-102
(a)
the shareholders may fill the vacancy;
(b)
the board of directors may fill the vacancy; or
(c)
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.
(2)
Unless otherwise provided in the articles of incorporation, if the vacant office was held or is to be held by a director elected by a voting group of shareholders:
(a)
if one or more of the other directors elected by the same voting group are serving, only they are entitled to vote to fill the vacancy if it is filled by the directors; and
(b)
only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(3)
A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 16-10a-807 or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
