§ 7-128-104 — Election, appointment, and designation of directors

(1) All
directors except the initial directors shall be elected, appointed, or designated as
provided in the bylaws. If no method of election, appointment, or designation is
stated in the bylaws, the directors other than the initial directors shall be elected as
follows:

(a) If the nonprofit corporation has voting members, all directors except the
initial directors shall be elected by the voting members at each annual meeting of
the voting members; and

(b) If the nonprofit corporation does not have voting members, all directors
except the initial directors shall be elected by the board of directors.

(2) The bylaws may authorize the election of all or a stated number or portion
of directors, except the initial directors, by the members of one or more voting
groups of voting members or by the directors of one or more authorized classes of
directors. A class of voting members or directors entitled to elect one or more
directors is a separate voting group for purposes of the election of directors.

(3) The bylaws may authorize the appointment of one or more directors by
such person or persons, or by the holder of such office or position, as the bylaws
shall state.

(4) For purposes of articles 121 to 137 of this title, designation occurs when
the bylaws name an individual as a director or designate the holder of some office
or position as a director.

Legislative History

Source: L. 97: Entire article added, p. 688, � 3, effective July 1, 1998. L. 2003: IP(1), (2), and (3) amended, p. 2340, � 300, effective July 1, 2004.