11 V.S.A. § 1010: Vacancies on board of directors

When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board shall fill the vacancy by a majority vote, unless the bylaws provide for an election of directors by districts. In such a case, the board of directors shall immediately call a special meeting of the members, or stockholders, to fill the vacancy in the district where it exists.