§ 10-33-28 — Number of directors

With respect to the number of directors:
1. The board must consist of three or more directors, with the number specified in or
fixed in accordance with the articles or bylaws. However, if the corporation has either
one or two members with voting rights, the number of directors may be less than three
but not less than the number of members with voting rights.
2. The number of directors may be increased or, subject to sections 10-33-36 and
10-33-37, decreased at any time by amendment to or in the manner provided in the
articles or bylaws.
3. Notwithstanding section 10-33-38, if the power to elect or appoint directors is vested in
the board of directors and if the number of directors falls below three, or such greater
minimum number set forth in the articles or bylaws, then a majority of the directors in
office may appoint or elect the number of additional directors necessary to increase
the board to three directors or such greater minimum set forth in the articles or bylaws.