§ 12:1-805 — Terms of directors generally

§1-805. Terms of directors generally
A. The terms of the initial directors of a corporation expire at the first shareholders'
meeting at which directors are elected.
B. The terms of all other directors expire at the next, or if their terms are staggered
in accordance with R.S. 12:1-806, at the applicable second or third, annual shareholders'
meeting following their election, except to the extent provided in a bylaw authorized by R.S.
12:1-1022 or a shorter term is specified in the articles of incorporation in the event of a
director nominee failing to receive a specified vote for election.
C. A decrease in the number of directors does not shorten an incumbent director's
term.
D. The term of a director elected to fill a vacancy expires when the term of that
director's predecessor in office would have expired had the vacancy not occurred.
E. Except to the extent otherwise provided in the articles of incorporation or a bylaw
authorized by R.S. 12:1-1022, despite the expiration of a director's term, the director
continues to serve until the director's successor is elected and qualifies or there is a decrease
in the number of directors.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015; Acts 2016, No. 442, §1.