§ 705. Newly created directorships and vacancies.\n (a) Newly created directorships resulting from an increase in the\nnumber of directors and vacancies occurring in the board for any reason\nexcept the removal of directors without cause may be filled by vote of\nthe board. If the number of the directors then in office is less than a\nquorum, such newly created directorships and vacancies may be filled by\nvote of a majority of the directors then in office. Nothing in this\nparagraph shall affect any provision of the certificate of incorporation\nor the by-laws which provides that such newly created directorships or\nvacancies shall be filled by vote of the shareholders, or any provision\nof the certificate of incorporation specifying greater requirements as\npermitted under section 709 (
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§ 705. Newly created directorships and vacancies.\n (a) Newly created directorships resulting from an increase in the\nnumber of directors and vacancies occurring in the board for any reason\nexcept the removal of directors without cause may be filled by vote of\nthe board. If the number of the directors then in office is less than a\nquorum, such newly created directorships and vacancies may be filled by\nvote of a majority of the directors then in office. Nothing in this\nparagraph shall affect any provision of the certificate of incorporation\nor the by-laws which provides that such newly created directorships or\nvacancies shall be filled by vote of the shareholders, or any provision\nof the certificate of incorporation specifying greater requirements as\npermitted under section 709 (Greater requirements as to quorum and vote\nof directors).\n (b) Unless the certificate of incorporation or the specific provisions\nof a by-law adopted by the shareholders provide that the board may fill\nvacancies occurring in the board by reason of the removal of directors\nwithout cause, such vacancies may be filled only by vote of the\nshareholders.\n (c) A director elected to fill a vacancy, unless elected by the\nshareholders, shall hold office until the next meeting of shareholders\nat which the election of directors is in the regular order of business,\nand until his successor has been elected and qualified.\n (d) Unless otherwise provided in the certificate of incorporation or\nby-laws, notwithstanding the provisions of paragraphs (a) and (b) of\nthis section, whenever the holders of any class or classes of shares or\nseries thereof are entitled to elect one or more directors by the\ncertificate of incorporation, any vacancy that may be filled by the\nboard or a majority of the directors then in office, as the case may be,\nshall be filled by a majority of the directors elected by such class or\nclasses or series thereof then in office, or, if no such director is in\noffice, then as provided in paragraph (a) or (b) of this section, as the\ncase may be.\n