Utah Code 16-6a-810. Vacancy on board

(1)

Unless otherwise provided in the bylaws, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

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Terms Used In Utah Code 16-6a-810

board of directors: means the body authorized to manage the affairs of a domestic or foreign nonprofit corporation. See Utah Code 16-6a-102
Bylaws: includes :

(i)	amended bylaws; and

(ii)

restated bylaws. See Utah Code 16-6a-102

Director: means a member of the board of directors. See Utah Code 16-6a-102

Person: means an:

(a)	individual; or

(b)

entity. See Utah Code 16-6a-102

Quorum: The number of legislators that must be present to do business.

Vote: includes authorization by:

(a)	written ballot; and

(b)	written consent. See Utah Code 16-6a-102 Voting group: means all the members of one or more classes of members or directors that, under this chapter, the articles of incorporation, or the bylaws, are entitled to vote and be counted together collectively on a matter. See Utah Code 16-6a-102
(a)	the voting members, if any, 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 of directors, the remaining directors may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

(2)

Notwithstanding Subsection (1), unless otherwise provided in the bylaws, if the vacant office was held by a director elected by a voting group of voting members:

(a)

if one or more of the remaining directors were elected by the same voting group of voting members:

(i)	only the directors elected by the same voting group of voting members are entitled to vote to fill the vacancy if it is filled by directors; and

(ii)	the directors elected by the same voting group of voting members may fill the vacancy by the affirmative vote of a majority of the directors remaining in office; and

(b)	only that voting group is entitled to vote to fill the vacancy if it is filled by the voting members.

(3)

Notwithstanding Subsection (1) and unless otherwise provided in the bylaws, only the directors elected by the same voting group of directors are entitled to vote to fill the vacancy if:

(a)	the vacant office was held by a director elected by a voting group of directors; and

(b)	any persons in that voting group remain as directors.

(4)	Unless otherwise provided in the bylaws, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(5)

(a)	If a vacant office was held by a designated director, as provided in Subsection 16-6a-804(5), the vacancy shall be filled as provided in the bylaws.

(b)	In the absence of an applicable bylaw provision, the vacancy may not be filled by the board.

(6)	A vacancy that will occur at a specific later date by reason of a resignation effective at a later date under Subsection 16-6a-807(2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

Enacted by Chapter 300, 2000 General Session

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