35-2-419. Terms of directors generally -- staggered terms.
35-2-419. Terms of directors generally -- staggered terms. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed 5 years. In the absence of any term specified in the articles or bylaws, the term of each director is 1 year. Directors may be elected for successive terms.
(2) A decrease in the number of directors or term of office does not shorten an incumbent director's term.
(3) Except as provided in the articles or bylaws:
(a) the term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
(b) the term of a director filling any other vacancy expires at the end of the unexpired term that the director is filling.
(4) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies or until there is a decrease in the number of directors.
(5) The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the groups need not be uniform.
History: En. Sec. 78, Ch. 411, L. 1991.