Ky. Rev. Stat. » Chapter 273
Kentucky Revised Statutes

Ky. Rev. Stat. § 273.213 (2026)

Vacancies

✓ current as of May 2026
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(1) Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the board of directors, unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner, in which case such provision shall control.

(2) A director elected or appointed, as the case may be, to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office. History: Created 1968 Ky. Acts ch. 165, sec. 18.

Notes of Decisions
Cited in 2 cases, 1969–2014 · 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). · cites it 2× “Because the Articles of Incorporation and Bylaws do not provide otherwise, a majority of all remaining directors in office — even though they constitute less than a quorum — could fill any vacancies under KRS 273.213. Because UofL would have appointed all of the University…”
Eitel v. John N. Norton Mem'l Infirmary, 441 S.W.2d 438 (Ky. Ct. App. 1969). “The division of the directors into two classes with each class having a separate identity with provision for self-perpetuation is consistent with KRS 273.213 which empowers the new corporation to provide how vacancies on its board of directors shall be filled.”
Ky. Rev. Stat. § 273.213(1): 1 case
Univ. Med. Ctr., Inc. v. Am. Civil Liberties Union of Kentucky, Inc., 467 S.W.3d 790 (Ky. Ct. App. 2014). “Because the Articles of Incorporation and Bylaws do not provide otherwise, a majority of all remaining directors in office — even though they constitute less than a quorum — could fill any vacancies under KRS 273.213. Because UofL would have appointed all of the University…”
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