1. (a) Except as otherwise provided in subsection (b), the certificate of incorporation, or the bylaws, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors:

   1. (1) the members may fill the vacancy;
   2. (2) the board of directors may fill the vacancy; or
   3. (3) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

2. (b) Unless the certificate of incorporation or bylaws provides otherwise, if the vacant office was held by a director who is:

   1. (1) elected by a voting group of members, only the members of that voting group are entitled to vote to fill the vacancy if it is filled by the members, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors;
   2. (2) appointed by a person or group of persons specified in the certificate of incorporation, may be filled only by that person or that group of persons; or
   3. (3) designated in the certificate of incorporation or bylaws, may only be filled as specified in the certificate of incorporation or bylaws.
3. (c) A vacancy that will occur at a specific later time (by reason of a resignation effective at a later time under Section 10A-3A-8.07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

(Act 2023-503, §1.)