N.D. Cent. Code § 10-19.1-42
10-19.1-42. Board vacancies
10-19.1-42. Board vacancies
1. Unless different rules for filling vacancies are provided for in the articles or bylaws:
a. Vacancies on the board resulting from the death, resignation, removal, or
disqualification of a director may be filled by the affirmative vote of a majority of
the remaining directors, even though the remaining directors constitute less than
a quorum; and
b. Vacancies on the board resulting from newly created directorships may be filled
by the affirmative vote of a majority of the directors serving at the time of the
increase.
2. Each director elected under this section to fill a vacancy holds office until a qualified
successor is elected by the shareholders at the next regular or special meeting of the
shareholders.
3. A vacancy that will occur at a specific later date may be filled before the vacancy
occurs but the new director may not take office until the vacancy occurs.