§ 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) Unless otherwise provided in the certificate of incorporation or
bylaws, a director elected or appointed to fill a vacancy in an
unexpired term shall hold office until the end of the term which the
director was elected or appointed to fill, or for a term to be
determined by the board which ends at an annual meeting, subject to the
limitations on terms of office in paragraph (b) of section seven hundred
three of this article, and until his successor is elected or appointed
and qualified.