KRS 271B.8-100: Vacancy on board.

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a

board of directors, including a vacancy resulting from an increase in the number of

directors:

(a) The shareholders may fill the vacancy;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining in office constitute fewer than a quorum of the

board, they may fill the vacancy by the affirmative vote of a majority of all the

directors remaining in office.

(2) If the vacant office was held by a director elected by a voting group of shareholders,

only the holders of shares of that voting group shall be entitled to vote to fill the

vacancy if it is filled by the shareholders.

(3) A vacancy that will occur at a specific later date (by reason of a resignation

effective at a later date under subsection (2) of KRS 271B.8 -070 or otherwise) may

be filled before the vacancy occurs but the new director may not take office until the

vacancy occurs.