Montana Code Annotated
Part 8. Directors and Officers
35-14-810. Vacancy -- board of directors

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

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

35-14-820. Meetings

35-14-821. Action without meeting

35-14-822. Notice of meeting

35-14-823. Waiver of notice

35-14-824. Quorum and voting

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

35-14-840. Officers

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

35-14-857. Insurance

35-14-858. Variation by corporate action -- application

35-14-859. Exclusivity

35-14-860. Definitions -- director's conflicting interest transactions

35-14-861. Judicial action

35-14-862. Directors' action

35-14-863. Shareholders' action

35-14-864. through 35-14-869 reserved

35-14-870. Business opportunities