(a) The certificate of incorporation may provide that the entire membership, or a certain class of members, shall constitute the board of directors.
(b) (1) The certificate of incorporation or, subject to the provisions of subdivision (2) of this subsection, the bylaws, may provide that persons occupying certain positions within or without the corporation shall be ex-officio directors, but, unless otherwise provided in the certificate of incorporation or bylaws, such ex-officio directors shall not be counted in determining a quorum nor shall they be entitled to a vote. An ex-officio director shall continue to be a director as long as he or she continues to hold the office from which his or her ex-officio status derives, and shall cease to be an ex-officio director immediately and automatically upon ceasing to hold such office, without the need for any action by the corporation, its directors or its members. The provisions of sections 33-1085, 33-1087, 33-1088 and 33-1091 shall not apply to ex-officio directors.
(2) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for ex-officio directors shall require the approval of such members, either before, on or after July 1, 2003, by the same vote of such members as would be necessary to amend such bylaws.
(c) In the cases of (1) corporations without members and (2) corporations without members entitled to vote for directors, the certificate of incorporation may provide for a self-perpetuating board of directors.
(P.A. 96-256, S. 59, 209; P.A. 03-18, S. 34; P.A. 06-196, S. 266.)
History: P.A. 96-256 effective January 1, 1997; P.A. 03-18 amended Subsec. (b) by designating existing provisions as Subdiv. (1), adding provision re bylaws providing for ex-officio directors subject to provisions of Subdiv. (2), and adding Subdiv. (2) re vote of members on adoption, amendment or repeal of bylaw providing for ex-officio directors, effective July 1, 2003; P.A. 06-196 made technical changes in Subsec. (b)(1), effective June 7, 2006.
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