Ky. Rev. Stat. » Chapter 271B
Kentucky Revised Statutes

Ky. Rev. Stat. § 271B.8-100 (2026)

Vacancy on board

✓ current as of May 2026
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(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The shareholders may fill the vacancy;

(b) The board of directors may fill the vacancy; or

(c) 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.

(2) 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 shall be entitled to vote to fill the vacancy if it is filled by the shareholders.

(3) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under subsection (2) of KRS 271B.8-070 or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 76, effective January 1, 1989.

Notes of Decisions
Cited in 1 case, 2014–2014 · leading case: Univ. Med. Ctr., Inc. v. Am. Civil Liberties Union of Kentucky, Inc., 467 S.W.3d 790 (Ky. Ct. App. 2014).
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Univ. Med. Ctr., Inc. v. Am. Civil Liberties Union of Kentucky, Inc., 467 S.W.3d 790 (Ky. Ct. App. 2014). “5 Additionally, the circuit court noted UofL could stymie all board action by blocking the filling of a single Community Director vacancy, thereby triggering KRS 271B.8-100(l)(c) and enabling UofL to name a Community Director of its choice.”
Ky. Rev. Stat. § 271B.8-100(l)(c): 1 case
Univ. Med. Ctr., Inc. v. Am. Civil Liberties Union of Kentucky, Inc., 467 S.W.3d 790 (Ky. Ct. App. 2014). “5 Additionally, the circuit court noted UofL could stymie all board action by blocking the filling of a single Community Director vacancy, thereby triggering KRS 271B.8-100(l)(c) and enabling UofL to name a Community Director of its choice.”
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