{"data":{"id":"us-nc/n.c.-gen.-stat.-55-8-10","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 55-8-10","heading":"Vacancy on board.","body":"(a)\tUnless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors:\n(1)\tThe shareholders may fill the vacancy;\n(2)\tThe board of directors may fill the vacancy; or\n(3)\tIf 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, or by the sole director, remaining in office.\n(b)\tIf the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy.\n(c)\tA vacancy that will occur upon a specific later date or subsequent event (by reason of a resignation effective upon a later date or subsequent event under G.S. 55-8-07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (1955, c. 1371, s. 1; 1959, c. 1316, s. 34; 1973, c. 469, s. 7; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.12.)","path":["Chapter 55. North Carolina Business Corporation Act.","Article 8. Directors and Officers.","Part 1. Board of Directors."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_55/GS_55-8-10.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:05:57Z","sha256":"5b3dd2e50509a1462a0639af98c053809abb1480453d8fd6795c211275ed45b3","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-55-8-09","next":"us-nc/n.c.-gen.-stat.-55-8-11"},"notice":"GroundRules: Original legal text. Not legal advice."}