New Jersey § 14a:6-5

§ 14a:6-5.

(1) Unless otherwise provided in the certificate of incorporation or the by-laws,

any directorship not filled at the annual meeting , any vacancy, however caused, occurring in the board , and newly created directorships resulting from an increase in the authorized number

of directors may be filled by the affirmative vote of a majority of the remaining directors even

though less than a quorum of the board, or by a sole remaining director. A director so elected by the board shall hold office until the next succeeding annual

meeting of shareholders and until his successor shall have been elected and qualified. (2) Unless otherwise provided in the certificate of incorporation or by-laws, when

one or more directors shall resign from the board effective at a future date, a majority

of the directors, then in office, including those who have so resigned, shall have

power to fill such vacancy or vacancies, the vote thereon to take effect when such

resignation or resignations shall become effective, and each director so chosen shall

hold office as herein provided in the filling of other vacancies. (3) Any directorship not filled by the board may be filled by the shareholders at an annual meeting or at a special meeting of shareholders called for that purpose . (4) If by reason of death, resignation or other cause a corporation has no directors

in office, any shareholder or the executor or administrator of a deceased shareholder

may call a special meeting of shareholders for the election of directors and, over

his own signature, shall give notice of said meeting in accordance with section 14A:5-4 except to the extent that such notice is waived pursuant to section 14A:5-5 .