1999 Minnesota Statutes

     317A.227 Vacancies. 

    (a) Unless the articles or bylaws provide otherwise, and 
 except as provided in paragraphs (b), (c), and (d), if a vacancy 
 occurs on the board of directors, including a vacancy resulting 
 from an increase in the number of directors: 

    (1) the members with voting rights, if any, may fill the 
 vacancy; or 

    (2) the remaining members of the board, though less than a 
 quorum, may fill the vacancy.  

    (b) If a vacant office was held by a director elected by a 
 class, chapter, or other organizational unit or by region or 
 other geographic grouping, only members of the class, chapter, 
 unit, or grouping are entitled to vote to fill the vacancy.  

    (c) If a vacant office was held by an appointed director, 
 only the person who appointed the director may fill the vacancy. 

    (d) A vacancy that will occur at a specific later date may 
 be filled before the vacancy occurs but the new director may not 
 take office until the vacancy occurs. 

    HIST: 1989 c 304 s 38; 1992 c 503 s 4