Vacancies
A vacancy shall be declared by the Board of Directors within 30 days of when any of the following occurs: A Director:
- Dies;
- Resigns;
- Is removed
- Refuses to serve as Director; or
- Completes his or her term of service.
A Director position shall also be vacant if the authorized number of Directors is increased.
A vacancy on the Board shall be filled in accordance with the Articles or Bylaws. The Board of Directors may fill the vacancy except as otherwise provided below. If the Directors remaining in office constitute fewer than a quorum of the Board, they may fill the vacancy by an affirmative vote of a majority of the remaining Directors.
Unless the Articles and Bylaws provide otherwise if a vacant office was held by an appointed Director, only the person who appointed the Director may fill the vacancy.
If the vacant office was held by a designated Director, the vacancy shall be filled as provided in the Articles or Bylaws. In the absence of an applicable Article or Bylaw, the vacancy may be filled by the Board.
A vacancy that will occur at a specific later date, by reason of a resignation or otherwise, may be filled before the vacancy occurs but the new Director may not take his or her office until the vacancy occurs.
Cross Reference:
§ 1240 Duties of Individual Directors
Legal References:
I.C. § 30-30-609 Idaho Nonprofit Corporation Act - Directors and Officers - Removal of Designated or Appointed Directors
I.C. § 30-30-610 Idaho Nonprofit Corporation Act - Directors and Officers - Vacancy on Board
Policy History:
Adopted on: May 17, 2021
Revised on:
Reviewed on: