TCA § 48-239-110 — Vacancy on board

Unless the articles or operating agreement provide otherwise, if a vacancy occurs on a board of governors, including a vacancy resulting from an increase in the number of governors or a vacancy resulting from a removal with or without cause: The members may fill the vacancy; The board of governors may fill the vacancy; or If the governors 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 governors remaining in office. If the vacant office was held by a governor elected by a voting group of members, only members within that voting group are entitled to vote to fill the vacancy if it is filled by the members. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under § 48-239-108 or otherwise) may be filled before the vacancy occurs but the new governor may not take office until the vacancy occurs.