§ 8.03. Number and election of directors
(a) A board of directors of a corporation which is not a close corporation dispensing with a board of directors pursuant to section 20.08 of this title must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or 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.
(b) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under section 8.06 of this title.
(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and a maximum number of members, and shall state the manner in which the positions so created are to be filled. Prior to the issuance of shares the directors may adopt or change such a provision; subsequent to the issuance of shares only the shareholders may do so. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders or the board of directors. With respect to a close corporation, only the shareholders may fix or change the number of directors. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994; amended 2007, No. 190 (Adj. Sess.), § 92, June 6, 2008.)
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