§ 3086. — 3086. (Added by Stats. 1987, Ch. 680, Sec. 1.)

(a)
The bylaws may prescribe the qualifications, compensation, duties, and term of office of the directors and officers and the time of their election.
(b)
The number of directors set forth in the articles of incorporation shall be either a fixed number or a variable number. If a fixed number, it shall not be less than three. If a variable number, the stated minimum shall not be less than three and the stated maximum shall not be more than two times the stated minimum minus one.
(c)
The number of directors may also be set forth in the bylaws either as a fixed number or as a variable number subject to the same limitations as in subdivision (b). After members have been admitted, any adoption or amendment of the bylaw provision shall be subject to approval pursuant to Section 152 of the Corporations Code.
(d)
In the event of an inconsistency between an article provision referred to in subdivision (b) and a bylaw provision referred to in subdivision (c), the provision more recently adopted or amended shall prevail.
(e)
If a variable number of directors is set forth in the articles of incorporation or the bylaws, the exact number of directors shall be fixed, within the limits specified, by approval of the board of directors or by the members pursuant to Section 153 of the Corporations Code in the manner designated in the bylaws.

Legislative History

Added by Stats. 1987, Ch. 680, Sec. 1.