CPA · Business Corporations Act
Part 9 — Directors and Officers
111 Filling vacancies
(4), fill a vacancy among the directors, except a vacancy resulting
from an increase in the number or minimum number of directors or
from a failure to elect the number or minimum number of directors
required by the articles.
(2) If there is not a quorum of directors, or if there has been a
failure to elect the number or minimum number of directors
required by the articles, the directors then in office shall forthwith
call a special meeting of shareholders to fill the vacancy and, if
they fail to call a meeting or if there are no directors then in office,
the meeting may be called by any shareholder.
(3) If the holders of any class or series of shares of a corporation or
any other class of persons have an exclusive right to elect one or
more directors and a vacancy occurs among those directors,
(a) subject to subsection (4), the remaining directors elected by
that class or series may fill the vacancy except a vacancy
resulting from an increase in the number or minimum
number of directors for that class or series or from a failure
to elect the number or minimum number of directors for that
class or series, or
(b) if there are no such remaining directors, any holder of sh ares
of that class or series or any member of that other class of
persons, as the case may be, may call a meeting of those
shareholders or those persons for the purpose of filling the
vacancy.
(4) The articles or a unanimous shareholder agreement may
provide that a vacancy among the directors shall only be filled by
(a) a vote of the shareholders,
(b) a vote of the holders of any class or series of shares hav ing
an exclusive right to elect one or more directors if the
vacancy occurs among the directors elected by that class or
series, or
(c) the vote of any class of persons having an exclusive right to
elect one or more directors if the vacancy occurs among the
directors elected by that class of persons.
(5) A director appointed or elected to fill a vacancy holds office
for the unexpired term of the director's predecessor.
RSA 2000 cB-9 s111;2020 c25 s1
RSA 2000