A. The number of directors of a corporation shall be not less than three. Subject to that limitation, the number of directors shall be fixed by, or determined in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. If the number of directors is not fixed by, or determined in a manner provided in, the articles of incorporation or the bylaws, the number shall be the same as that stated in the articles of incorporation.
B. The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
C. Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he is elected or appointed and until his successor is elected or appointed and qualified.
D. A director may be removed from office pursuant to any procedure provided in the articles of incorporation or the bylaws.
History: 1953 Comp., § 51-14-60, enacted by Laws 1975, ch. 217, § 18; 2001, ch. 200, § 37; 2003, ch. 318, § 10.
The 2003 amendment, effective July 1, 2003, deleted "except that the number of the first board of directors shall be fixed by the articles of incorporation" preceding "The number of" in Subsection A.
The 2001 amendment, effective July 1, 2001, in Subsection A, inserted "or determined in the manner provided in, the articles of incorporation" in the second sentence, inserted "or in the manner provided in, the articles of incorporation or" in the third sentence, in the fifth sentence, substituted "If" for "In the absence of a bylaw fixing" and inserted "is not fixed by, or determined in a manner provided in, the articles of incorporation or the bylaws".
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations § 1341.
19 C.J.S. Corporations §§ 434 to 442.
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