[§414-200]  Vacancy on board.  (a)  Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

     (1)  The shareholders may fill the vacancy;

     (2)  The board of directors may fill the vacancy; or

     (3)  If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

     (b)  If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

     (c)  A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under section 414‑197(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. [L 2000, c 244, pt of §1]