KRS 273.213: Vacancies.

(1) Any vacancy occurring in the board of directors and any directorship to be filled by

reason of an increase in the number of directors may be filled by the affirmative

vote of a majority of the remaining directors, though less than a quorum of the

board of directors, unless the articles of incorporation or the bylaws provide that a

vacancy or directorship so created shall be filled in some other manner, in which

case such provision shall control.

(2) A director elected or appointed, as the case may be, to fill a vacancy shall be elected

or appointed for the unexpired term of his predecessor in office.