§ 7-6-23. Number and election of directors.
(a) The number of directors of a corporation shall be not less than three (3). Subject
to limitation, the number of directors shall be fixed by the bylaws, except as to
the number of the first board of directors, which number shall be fixed by the articles
of incorporation. The number of directors may be increased or decreased from time
to time by amendment to or as provided by the bylaws, unless the articles of incorporation
provide that a change in the number of directors shall be made only by amendment of
the articles of incorporation. No decrease in number has the effect of shortening
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§ 7-6-23. Number and election of directors.
(a) The number of directors of a corporation shall be not less than three (3). Subject
to limitation, the number of directors shall be fixed by the bylaws, except as to
the number of the first board of directors, which number shall be fixed by the articles
of incorporation. The number of directors may be increased or decreased from time
to time by amendment to or as provided by the bylaws, unless the articles of incorporation
provide that a change in the number of directors shall be made only by amendment of
the articles of incorporation. No decrease in number has the effect of shortening
the term of any incumbent director. In the absence of a bylaw fixing the number of
directors, the number shall be the same as that stated in the articles of incorporation.
(b) The directors constituting the first board of directors shall be named in the articles
of incorporation and hold office until the first annual election of directors or for
any other period that may be specified in the articles of incorporation or the bylaws.
Subsequently, directors shall be elected or appointed in the manner and for the terms
provided in the articles of incorporation or the bylaws. In the absence of a provision
fixing the term of office, the term of office of a director is one year.
(c) Directors may be divided into classes and the terms of office of the several classes
need not be uniform. Each director shall hold office for the term for which he or
she is elected or appointed and until his or her successor has been elected or appointed
and qualified.
(d) A director may be removed from office pursuant to any procedure for removal that is
provided in the articles of incorporation or in bylaws and that has been approved
by the members of the corporation.