(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:
      (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