N.Y. Not-for-Profit Corporation Law Section 705
Newly created directorships and vacancies


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.


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.


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 § 703 (Election and term of office of directors)section seven hundred three of this article, and until his successor is elected or appointed and qualified.

Source: Section 705 — Newly created directorships and vacancies, https://www.­nysenate.­gov/legislation/laws/NPC/705 (updated Nov. 25, 2022; accessed Jun. 8, 2024).

Jun. 8, 2024

Last modified:
Nov. 25, 2022

§ 705’s source at nysenate​.gov

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