Sec. 33-1086. Staggered terms for directors.
Sec. 33-1086. Staggered terms for directors. (a) The certificate of incorporation
or, subject to the provisions of subsection (b) of this section, the bylaws, may provide
for staggering the terms of directors, other than ex-officio directors, by dividing the total
number of directors, other than ex-officio directors, into up to five groups, with each
group containing approximately the same percentage of the total, as near as may be. In
that event, the terms of directors in the first group expire at the first annual meeting of
members or, in the case of a corporation without members entitled to vote for directors,
at the first annual meeting of the board of directors, after their election, the terms of the
second group expire at the second such annual meeting of members or directors after
their election, the terms of the third group, if any, expire at the third such annual meeting
of members or directors after their election, the terms of the fourth group, if any, expire
at the fourth such annual meeting of members or directors after their election, and the
terms of the fifth group, if any, expire at the fifth such annual meeting of members or
directors after their election. At each such annual meeting thereafter, directors shall be
chosen for a term of two years, three years, four years or five years, as the case may be,
to succeed those whose terms expire.
(b) If the corporation has members entitled to vote on the adoption, amendment or
repeal of its bylaws, any bylaw providing for staggering the terms of directors shall
require the approval of such members, either before, on or after July 1, 2003, by the
same vote of such members as would be necessary to amend such bylaws.
(P.A. 96-256, S. 62, 209; P.A. 01-199, S. 37; P.A. 03-18, S. 35.)
History: P.A. 96-256 effective January 1, 1997; P.A. 01-199 deleted Subsec. (b) that made section applicable to a
corporation with cumulative voting only if there are at least three directors in each group; P.A. 03-18 designated existing
provisions as Subsec. (a), added provision therein re bylaws providing for staggering the terms of directors subject to
provisions of Subsec. (b), and added Subsec. (b) re vote of members on adoption, amendment or repeal of bylaw providing
for staggering the terms of directors, effective July 1, 2003.