§ 705. Newly created directorships and vacancies.

(a) Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the board for any reason
except the removal of directors without cause may be filled by vote of
the board. If the number of the directors then in office is less than a
quorum, such newly created directorships and vacancies may be filled by
vote of a majority of the directors then in office. Nothing in this
paragraph shall affect any provision of the certificate of incorporation
or the by-laws which provides that such newly created directorships or
vacancies shall be filled by vote of the shareholders, or any provision
of the certificate of incorporation specifying greater requirements as
permitted under section 709 (Greater requirements as to quorum and vote
of directors).

(b) Unless the certificate of incorporation or the specific provisions
of a by-law adopted by the shareholders provide that the board may fill
vacancies occurring in the board by reason of the removal of directors
without cause, such vacancies may be filled only by vote of the
shareholders.

(c) A director elected to fill a vacancy, unless elected by the
shareholders, shall hold office until the next meeting of shareholders
at which the election of directors is in the regular order of business,
and until his successor has been elected and qualified.

(d) Unless otherwise provided in the certificate of incorporation or
by-laws, notwithstanding the provisions of paragraphs (a) and (b) of
this section, whenever the holders of any class or classes of shares or
series thereof are entitled to elect one or more directors by the
certificate of incorporation, any vacancy that may be filled by the
board or a majority of the directors then in office, as the case may be,
shall be filled by a majority of the directors elected by such class or
classes or series thereof then in office, or, if no such director is in
office, then as provided in paragraph (a) or (b) of this section, as the
case may be.