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1117
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HARRY HUGHES, Governor
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(a) (1) [The] EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS
SUBSECTION, THE stockholders may elect a successor to fill a
vacancy on the board of directors which results from the removal
of a director.
(2) IF THE STOCKHOLDERS OF ANY CLASS OR SERIES ARE
ENTITLED SEPARATELY TO ELECT ONE OR MORE DIRECTORS, THE
STOCKHOLDERS OF THAT CLASS OR SERIES MAY ELECT A SUCCESSOR TO
FILL A VACANCY ON THE BOARD OF DIRECTORS WHICH RESULTS FROM THE
REMOVAL OF A DIRECTOR ELECTED BY THAT CLASS OR SERIES.
[(2)] (B) (1) [Unless] EXCEPT AS PROVIDED IN
PARAGRAPH (2) OF THIS SUBSECTION OR UNLESS THE CHARTER OR the
bylaws OF THE CORPORATION provide otherwise:
(i) A majority of the remaining directors,
whether or not sufficient to constitute a quorum, may fill a
vacancy on the board of directors which results from any cause
except an increase in the number of directors; and
(ii) A majority of the entire board of
directors may fill a vacancy which results from an increase in
the number of directors.
(2) IF THE STOCKHOLDERS OF ANY CLASS OR SERIES ARE
ENTITLED SEPARATELY TO ELECT ONE OR MORE DIRECTORS, A MAJORITY OF
THE REMAINING DIRECTORS ELECTED BY THAT CLASS OR SERIES OR THE
SOLE REMAINING DIRECTOR ELECTED BY THAT CLASS OR SERIES MAY FILL
ANY VACANCY AMONG THE NUMBER OF DIRECTORS ELECTED BY THAT CLASS
OR SERIES.
[(b)] (C) (1) A director elected by the board of directors
to fill a vacancy serves until the next annual meeting of
stockholders and until his successor is elected and qualifies.
(2) A director elected by the stockholders to fill a
vacancy which results from the removal of a director serves for
the balance of the term of the removed director.
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SECTION 2. AND BE IT FURTHER ENACTED, That this Act shall
take effect July 1, 1983.
Approved May 24, 1983.
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CHAPTER 331
(Senate Bill 355)
AN ACT concerning
Corporations and Associations - Corporate Names
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