- [board power] Unless otherwise provided in the charter or bylaws:
- Board vacancies, including newly created directorships, may be filled by a majority of the directors then in office, although less than a quorum; but
- if the charter entitles particular classes of stockholders to elect certain directorships, vacancies for such directorships may be filled by a majority of the directors elected by such class(es) then in office.
If a corporation has no directors in office, any officer or stockholder “may call a special meeting of stockholders in accordance with the charter or bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in §211” or 215.
- [staggered boards] If the board is staggered, directors chosen under subsection (a) shall hold office until the next election of their class, and until their successors shall be elected and qualified.
- [Chancery Court] If, at the time of filling any vacancy, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of stockholders holding at least 10 percent of the outstanding stock entitled to vote for such directors, summarily order an election for such directorship to be governed by § 211 or 215 as far as applicable.
- [parting directors to elect their successors] Unless otherwise provided in the charter or bylaws, directors resigning effective at a future date may participate in the election of their successors in accordance with subsection (a).