§ 4-26-802 — Number, election, and term of directors

(a) The number of directors of a corporation shall be not less than three (3) except that in cases where all the shares of a corporation are owned of record by either one (1) or two (2) shareholders, the number of directors may be one (1) or two (2) but not less than the number of shareholders. Subject to this limitation, the number of directors shall be fixed by the bylaws except as to the number constituting the initial board of directors, which number shall be fixed by the articles of incorporation. (b) The number of directors may be increased or decreased from time to time by amendment to the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. (c) In the absence of a bylaw fixing the number of directors, the number shall be the same as the number stated in the articles of incorporation. (d) The number of directors who will constitute the initial board shall be stated in the articles of incorporation; and the members of the first board shall hold office until the first annual meeting of shareholders and until their successors shall have been elected and qualified. (e) At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the next succeeding annual meeting. (f) Each director shall hold office for the term for which he or she is elected and until his or her successor shall have been elected and qualified.

Legislative History

Acts 1965, No. 576, § 37; A.S.A. 1947, § 64-302.