1. Unless the articles of incorporation provide otherwise, ifa vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled in any of the following manners: a. The shareholders may fillthe vacancy. b. The board of directors may fillthe vacancy. c. If the directors remaining in office are less than a quorum, they may fillthe vacancy by the affirmative vote of a majority of all the directors remaining in office. 2. Ifthe 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 fillthe vacancy if itis filledby the shareholders, and only the remaining directors elected by that voting group, even ifless than a quorum, are entitled to fillthe vacancy ifitis filled by the directors. 3. A vacancy that will occur at a specific later date, by reason ofa resignation effective at a later date under section 490.807, subsection 2, or otherwise, may be filled before the vacancy occurs but the new director shall not take office until the vacancy occurs. §6; 2021 Acts, ch 165, §96, 230
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