N.Y. NPC Law § 705

§ 705. Newly created directorships and vacancies.\n (a) Newly created directorships resulting from an increase in the\nnumber of directors elected or appointed at large, and vacancies among\nsuch directors for any reason, may be filled by vote of a majority of\nthe directors then in office, regardless of their number, unless the\ncertificate of incorporation or the by-laws provide that such newly\ncreated directorships or vacancies shall be filled by vote of the\nmembers.\n (b) Vacancies among directors elected or appointed by special\ndistricts or membership sections, or by bondholders voting as a class,\nshall be filled by action of the persons entitled to vote thereon;\nexcept that, if a vacancy remains unfilled for six months after it\noccurs, and by reason of the absence, illness, or other inability of one\nor more of the remaining directors a quorum of the board cannot be\nobtained, the remaining directors, or a majority of them, may appoint a\ndirector to fill such vacancy.\n (c) Unless otherwise provided in the certificate of incorporation or\nbylaws, a director elected or appointed to fill a vacancy in an\nunexpired term shall hold office until the end of the term which the\ndirector was elected or appointed to fill, or for a term to be\ndetermined by the board which ends at an annual meeting, subject to the\nlimitations on terms of office in paragraph (b) of section seven hundred\nthree of this article, and until his successor is elected or appointed\nand qualified.\n