11C V.S.A. § 809: Vacancy on board

(a) Unless the organic rules otherwise provide, a vacancy on the board of directors shall be filled:

(1) notwithstanding subdivision 804(a)(2) and subsection 804(b) of this title, within a reasonable time by majority vote of the remaining directors until the next annual members’ meeting or a special meeting of members called to fill the vacancy; and

(2) for the unexpired term by members at the next annual members’ meeting or a special meeting of members called to fill the vacancy.

(b) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:

(1) the new director shall be of that class or district; and

(2) the selection of the director for the unexpired term shall be conducted in the same manner as would the selection for that position without a vacancy.

(c) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.