2006 New York Code - 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)  A  director  elected  or  appointed  to fill a vacancy shall hold
  office until the next annual meeting at which the election of  directors
  is  in the regular order of business, and until his successor is elected
  or appointed and qualified.