How Are Vacancies on the Board of Directors Filled?
In general, any vacancy in the board of directors is filled for the remainder of the term by the other directors from among qualified persons. A vacancy resulting from the removal of a director may generally be filled by the shareholders at the meeting at which the removal took place, otherwise, it can be done by the board of directors.
If an opening is created following an increase in the number of directors, this opening is usually only filled by the shareholders at a special general meeting. Since the position was never occupied in the past, it is not deemed to be vacant and, therefore, the other directors are not entitled to fill it. In theory, an incomplete board of directors may have no authority to act. Consequently, it is often recommended that any vacancies in the composition of the board of directors be filled as soon as possible.
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