State Codes and Statutes

Statutes > New-york > Npc > Article-7 > 705

§ 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.

State Codes and Statutes

Statutes > New-york > Npc > Article-7 > 705

§ 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.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Npc > Article-7 > 705

§ 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.