N.Y. Business Corporation Law § 705: Newly created directorships and vacancies

§ 705. Newly created directorships and vacancies.

(a) Newly created directorships resulting from an increase in the

number of directors and vacancies occurring in the board for any reason

except the removal of directors without cause may be filled by vote of

the board. If the number of the directors then in office is less than a

quorum, such newly created directorships and vacancies may be filled by

vote of a majority of the directors then in office. Nothing in this

paragraph shall affect any provision of the certificate of incorporation

or the by-laws which provides that such newly created directorships or

vacancies shall be filled by vote of the shareholders, or any provision

of the certificate of incorporation specifying greater requirements as

permitted under section 709 (Greater requirements as to quorum and vote

of directors).

(b) Unless the certificate of incorporation or the specific provisions

of a by-law adopted by the shareholders provide that the board may fill

vacancies occurring in the board by reason of the removal of directors

without cause, such vacancies may be filled only by vote of the

shareholders.

(c) A director elected to fill a vacancy, unless elected by the

shareholders, shall hold office until the next meeting of shareholders

at which the election of directors is in the regular order of business,

and until his successor has been elected and qualified.

(d) Unless otherwise provided in the certificate of incorporation or

by-laws, notwithstanding the provisions of paragraphs (a) and (b) of

this section, whenever the holders of any class or classes of shares or

series thereof are entitled to elect one or more directors by the

certificate of incorporation, any vacancy that may be filled by the

board or a majority of the directors then in office, as the case may be,

shall be filled by a majority of the directors elected by such class or

classes or series thereof then in office, or, if no such director is in

office, then as provided in paragraph (a) or (b) of this section, as the

case may be.