The number
of directors of a corporation shall be not less than three and
shall be fixed by the bylaws: PROVIDED, That the number of the
first board of directors shall be fixed by the articles of
incorporation. The number of directors may be increased or
decreased from time to time by amendment to 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. In the absence of
a bylaw fixing the number of directors, the number shall be the
same as that stated in the articles of incorporation.
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.
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 or she is elected or
appointed and until his or her successor shall have been elected
or appointed and qualified.
A director may be removed from office pursuant to any
procedure therefor provided in the articles of incorporation.
[2011 c 336 § 665; 1969 ex.s. c 120 § 26.]