Title 14, Chapter 2, Section 806
( 14-2-806)
(a) The articles of incorporation or a bylaw adopted by the
shareholders may provide for staggering the terms of the directors
by dividing the total number of directors into two or three groups,
with each group containing one-half or one-third of the total, as
near as may be. In that event, the terms of directors in the first
group expire at the first annual shareholders' meeting after their
election, the terms of the second group expire at the second annual
shareholders' meeting after their election, and the terms of the
third group, if any, expire at the third annual shareholders'
meeting after their election. At each annual shareholders' meeting
held thereafter, directors shall be chosen for a term of two years
or three years, as the case may be, to succeed those whose terms
expire. (b) If directors have staggered terms and the number of directors is
thereafter changed: (1) Any increase or decrease in the number of directors shall be
so apportioned among the classes as to make all classes as nearly
equal in number as possible; and (2) When the number of directors is increased and any newly
created directorships are filled by the board, the terms of the
additional directors shall expire at the next election of
directors by the shareholders. |