35-14-810. Vacancy -- board of directors. (1) 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:
(a) the shareholders may fill the vacancy;
(b) the board of directors may fill the vacancy; or
(c) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(2) 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, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under 35-14-807(2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
History: En. Sec. 102, Ch. 271, L. 2019.
Structure Montana Code Annotated
Title 35. Corporations, Partnerships, and Associations
Chapter 14. Montana Business Corporation Act
Part 8. Directors and Officers
35-14-801. Board of directors -- requirements -- functions
35-14-802. Qualifications of directors
35-14-803. Directors -- number -- election
35-14-804. Election of directors -- certain classes or series of shares
35-14-805. Terms of directors generally
35-14-806. Staggered terms for directors
35-14-807. Resignation of directors
35-14-808. Removal of directors by shareholders
35-14-809. Removal of directors by judicial proceeding
35-14-810. Vacancy -- board of directors
35-14-811. Compensation of directors
35-14-812. through 35-14-819 reserved
35-14-821. Action without meeting
35-14-825. Committees of board
35-14-826. Submission of matters for shareholder vote
35-14-827. through 35-14-829 reserved
35-14-830. Standards of conduct for directors
35-14-831. Standards of liability for directors
35-14-832. Director's liability for unlawful distributions
35-14-833. through 35-14-839 reserved
35-14-841. Functions of officers
35-14-842. Standards of conduct for officers
35-14-843. Resignation and removal of officers
35-14-844. Contract rights of officers
35-14-845. through 35-14-849 reserved
35-14-850. Definitions -- indemnification and advance for expenses
35-14-851. Permissible indemnification
35-14-852. Mandatory indemnification
35-14-853. Advance for expenses
35-14-854. Court-ordered indemnification and advance for expenses
35-14-855. Determination and authorization of indemnification
35-14-856. Indemnification of officers
35-14-858. Variation by corporate action -- application
35-14-860. Definitions -- director's conflicting interest transactions
35-14-863. Shareholders' action