§ 704 — Classification of directors

§ 704. Classification of directors.\n (a) The certificate of incorporation or a by-law may provide that\ndirectors elected or appointed at large shall be divided into either\ntwo, three, four or five classes for the purpose of staggering their\nterms of office and that all or some of the directors elected or\nappointed otherwise than at large shall be divided into the same or a\ndifferent number of classes, not exceeding five, for the same purpose.\nAll classes of each type shall be as nearly equal in number as possible\nand, if provision has been made for cumulative voting under section 617\n(Cumulative voting), no class shall include less than three directors.\n (b) The terms of office of the directors initially classified shall be\nas follows: that of the first class shall expire at the next annual\nmeeting of members if there be members, or of the board if there be no\nmembers, the second class at the second succeeding annual meeting, the\nthird class, if any, at the third succeeding annual meeting, the fourth\nclass, if any, at the fourth succeeding annual meeting and the fifth\nclass, if any, at the fifth succeeding annual meeting. After such\ninitial classification, directors to replace those whose terms expire at\neach annual meeting shall be elected or appointed at such meeting to\nhold office for a full term in accordance with such classification.\n (c) If directors are classified and the number of directors is\nthereafter changed by action of the board:\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) If newly created directorships are filled by the board in a\ncorporation having members, there shall be no classification of the\nadditional directors until the next annual meeting of members.\n