In scenario II, where three directors were removed by stockholders’ vote and two directors’ terms expired, vacancies can be filled only by which method?

• A. Plurality vote of the majority of the outstanding capital stock entitled to vote
• B. Majority vote of the remaining board of directors
• C. Unanimous consent of stockholders
• D. Appointment by the chairperson of the board

Answer: (A)

When directors are removed by stockholders, the authority to fill the resulting vacancies lies with the stockholders themselves. In this scenario, five seats become open—three because of removal and two because terms expired. The proper route is an election by the stockholders, using their shares to vote, with the five directors who receive the highest votes filling the five vacancies. This protects shareholder control and mirrors how stockholder action resolves vacancies created by removal. The remaining directors or the chair cannot unilaterally fill these vacancies, and unanimous stockholder consent isn’t the mechanism for this situation.