[§414-200]  Vacancy on board.  (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs ona board of directors, including a vacancy resulting from an increase in thenumber 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 constitutefewer than a quorum of the board, they may fill the vacancy by the affirmativevote of a majority of all the directors remaining in office.

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

(c)  A vacancy that will occur at a specific laterdate (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 maynot take office until the vacancy occurs. [L 2000, c 244, pt of §1]