The board of directors of a corporation consists of nine members, where two were removed and two have resigned, who fills up the vacancy?

• A. The remaining members of the board
• B. The stockholders
• C. Both answers are true
• D. Both answers are false

Answer: (D)

Vacancies on a board are filled according to the corporation’s governing documents or the applicable statute, not by a fixed rule that always the board or always the stockholders must do the filling. Because the problem doesn’t provide the by-laws or the precise law that applies to this corporation, you can’t assert that the remaining directors must fill the vacancies or that the stockholders must do so. The method and who acts depend on the charter, by-laws, or statutory provisions, and those specifics will determine who fills the vacancies and for how long. That’s why, with the information given, neither of the two straightforward options can be declared universally correct, making the choice that both statements are false the best answer in this context. In practice, always check the governing documents or relevant statute to know who appoints or elects successors and the term they serve.