16-10a-803 - Number and election of directors.
16-10a-803. Number and election of directors.
(1) (a) Except as provided in Subsection (1)(b), a corporation's board of directors shallconsist of a minimum of three individuals.
(b) (i) Before any shares are issued, a corporation's board of directors may consist of oneor more individuals.
(ii) After shares are issued and for as long as a corporation has fewer than threeshareholders entitled to vote for the election of directors, its board of directors may consist of anumber of individuals equal to or greater than the number of those shareholders.
(c) The number of directors shall be specified in or fixed in accordance with the bylaws. Unless otherwise provided in the articles of incorporation, the number of initial directors statedin the articles of incorporation as originally filed with the division, if initial directors are sonamed in the articles of incorporation, shall be superseded by a provision in the bylawsspecifying the number of authorized directors.
(d) The number of directors may be increased or decreased from time to time byamendment to the bylaws, but no decrease may have the effect of shortening the term of anyincumbent director.
(e) In the absence of a provision in the bylaws or articles of incorporation fixing thenumber of individuals composing a board of directors, the number shall be the greater of:
(i) the number of directors then in office; or
(ii) the minimum number of directors permitted by this section.
(2) The bylaws may establish a variable range for the size of the board of directors byfixing a minimum and maximum number of directors. If a range is established, the number ofdirectors may be fixed or changed from time to time within the range by the shareholders or theboard of directors.
(3) Directors are elected at each annual meeting of the shareholders except as provided inSection 16-10a-806.
Amended by Chapter 378, 2010 General Session