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:
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 fill the vacancy if it is filled by the shareholders and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the director.
A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 79-4-8.07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Structure Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 4 - Mississippi Business Corporation Act
Article 8 - Directors and Officers
§ 79-4-8.01. Requirement for Board of Directors; exception; duties of Board
§ 79-4-8.02. Qualifications of directors
§ 79-4-8.03. Number and election of directors
§ 79-4-8.04. Election of directors by authorized classes of shares
§ 79-4-8.05. Terms of directors generally
§ 79-4-8.06. Staggered terms for directors
§ 79-4-8.07. Resignation of directors
§ 79-4-8.08. Removal of directors by shareholders