S.D. Codified Laws § 47-1A-810
This is the official text of S.D. Codified Laws § 47-1A-810, part of South Dakota’s Codified Laws — part of the compiled statutory law of South Dakota, published by the state as "Codified Laws." Browse the sections below, each linked to its official government source.
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Vacancy on board
Official statutory text
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.
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.
A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under § 47-1A-807 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Source: SL 2005, ch 239, § 145.
(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.
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.
A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under § 47-1A-807 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
Source: SL 2005, ch 239, § 145.
Status: in_force · Read it on the official government site
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