§ 31A-9-406. Removal of directors and filling of vacancies.

(1) A director may be removed from office for cause by an affirmative vote of a majority of the full board of directors at a meeting of the board called for that purpose or may be removed under Subsection 16-6a-820(4).

(2) Any vacancy occurring in the board, including a vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum.

(3) If the laws of the fraternal provide that at least 2/3 of the directors are elected by the members, elected director vacancies may be filled by the board for the remainder of the terms for which there are vacancies.

(4) If the vacancy is to be filled other than by a regular election, the election by the board is effective only until a reasonable time has elapsed for choosing the director in that other manner.

(5) If less than 2/3 of the directors are elected by the members, elected director vacancies may be filled by the directors only until the next succeeding regular election. At that time, the elected director vacancy may be filled for the remainder of the term for which there is a vacancy. A director elected under this section to fill the unexpired term of an elected director is an elected director within the meaning of Subsection 31A-9-403(1)(a).

(6) If the board ceases to exist, the commissioner shall arrange the necessary procedures for holding elections to create a new board.

Amended by Chapter 300, 2000 General Session