(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:
(1) the shareholders may fill the vacancy;
(2) the board of directors may fill the vacancy; or
(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 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 § 4-27-807(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Structure Arkansas Code
Title 4 - Business and Commercial Law
Subtitle 3 - Corporations and Associations
Chapter 27 - Business Corporation Act of 1987
Subchapter 8 - Directors — Officers — Meetings — Standards of Conduct — Indemnification
§ 4-27-801. Requirement for and duties of board of directors
§ 4-27-802. Qualifications of directors
§ 4-27-803. Number and election of directors
§ 4-27-804. Election of directors by certain classes of shareholders
§ 4-27-805. Terms of directors generally
§ 4-27-806. Staggered terms for directors
§ 4-27-807. Resignation of directors
§ 4-27-808. Removal of directors by shareholders