Board Resolution: Electing Directors to Fill Board Vacancies
(MI Corporation)

Summary

This template Board Resolution: Electing Directors to Fill Board Vacancies (MI Corporation) is intended for use by the board of directors of a Michigan corporation to fill vacancies on the board of directors. This template includes practical guidance, drafting notes, and an optional clause. A vacancy on the board may arise because a new board seat has been created or because a director has departed. Unless the articles of incorporation provide otherwise, vacancies in the board may be filled by the shareholders, the board, or by an affirmative vote of a majority of the directors remaining in office (even if less than a quorum). Mich. Comp. Laws Serv. § 450.1515a(1). These resolutions assume that the vacancies are being filled through board action, and may be inserted into the minutes of a meeting of the board or included in a written consent of the board, if no meeting is held. For a full listing of key content covering Board Resolutions for Private Company Corporate Governance, see Private Company Corporate Governance Board Resolutions Resource Kit. For more information on boards of directors, see Management and Indemnification (MI Corporation) and Entity Maintenance and Amendments (MI Corporation).