New York Business Corporation Law Section 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.

Last modified: February 3, 2019