[§414-200]  Vacancy on board.  (a) 
Unless the articles of incorporation provide otherwise, if a vacancy occurs on
a board of directors, including a vacancy resulting from an increase in the
number of directors:



(1)  The shareholders may fill the vacancy;



(2)  The board of directors may fill the vacancy; or



(3)  If the directors remaining in office constitute
fewer than a quorum of the board, they may fill the vacancy by the affirmative
vote of a majority of all the directors remaining in office.



(b)  If the vacant office was held by a
director elected by a voting group of shareholders, only the holders of shares
of that voting group are entitled to vote to fill the vacancy if it is filled
by the shareholders.



(c)  A vacancy that will occur at a specific later
date (by reason of a resignation effective at a later date under section 414‑197(b)
or otherwise) may be filled before the vacancy occurs but the new director may
not take office until the vacancy occurs. [L 2000, c 244, pt of §1]