§ 704 — Classification of directors

§ 704. Classification of directors.\n (a) The certificate of incorporation or the specific provisions of a\nby-law adopted by the shareholders may provide that the directors be\ndivided into either two, three or four classes. All classes shall be as\nnearly equal in number as possible. The terms of office of the\ndirectors initially classified shall be as follows: that of the first\nclass shall expire at the next annual meeting of shareholders, the\nsecond class at the second succeeding annual meeting, the third class,\nif any, at the third succeeding annual meeting, and the fourth class, if\nany, at the fourth succeeding annual meeting.\n (b) At each annual meeting after such initial classification,\ndirectors to replace those whose terms expire at such annual meeting\nshall be elected to hold office until the second succeeding annual\nmeeting if there are two classes, the third succeeding annual meeting if\nthere are three classes, or the fourth succeeding annual meeting if\nthere are four classes.\n (c) If directors are classified and the number of directors is\nthereafter changed:\n (1) Any newly created directorships or any decrease in directorships\nshall be so apportioned among the classes as to make all classes as\nnearly equal in number as possible.\n (2) When the number of directors is increased by the board and any\nnewly created directorships are filled by the board, there shall be no\nclassification of the additional directors until the next annual meeting\nof shareholders.\n