N.Y. Not-for-Profit 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 elected or appointed at large, and vacancies among

such directors for any reason, may be filled by vote of a majority of

the directors then in office, regardless of their number, unless the

certificate of incorporation or the by-laws provide that such newly

created directorships or vacancies shall be filled by vote of the

members.

(b) Vacancies among directors elected or appointed by special

districts or membership sections, or by bondholders voting as a class,

shall be filled by action of the persons entitled to vote thereon;

except that, if a vacancy remains unfilled for six months after it

occurs, and by reason of the absence, illness, or other inability of one

or more of the remaining directors a quorum of the board cannot be

obtained, the remaining directors, or a majority of them, may appoint a

director to fill such vacancy.

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

bylaws, a director elected or appointed to fill a vacancy in an

unexpired term shall hold office until the end of the term which the

director was elected or appointed to fill, or for a term to be

determined by the board which ends at an annual meeting, subject to the

limitations on terms of office in paragraph (b) of section seven hundred

three of this article, and until his successor is elected or appointed

and qualified.