{"data":{"id":"us-ma/mass.-gen.-laws-ch.-156d-8.10","jurisdiction":"us-ma","citation":"Mass. Gen. Laws ch. 156D, § 8.10","heading":"Vacancy on board","body":"Section 8.10. VACANCY ON BOARD\n(a) Unless the articles of organization or section 8.06 provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:\n(1) the shareholders may fill the vacancy;\n(2) the board of directors may fill the vacancy; or\n(3) 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.\n(b) 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 or, unless the articles of organization or by-laws provide otherwise, the directors elected by that voting group are entitled to vote to fill the vacancy.\n(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection (b) of section 8.07 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.","path":["Part I","Title XXII","Chapter 156D"],"source_url":"https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter156D/Section8.10","current_through":"amendments passed before May 31, 2026","vintage":"","retrieved_at":"2026-09-17T05:23:41Z","sha256":"7452257d1501e7868dd89f4b24d3eef99c6e70152729b0933c8ebcbf8ca79fc1","source_id":"us-ma","stale":false,"prev":"us-ma/mass.-gen.-laws-ch.-156d-8.09","next":"us-ma/mass.-gen.-laws-ch.-156d-8.11"},"notice":"GroundRules: Original legal text. Not legal advice."}