§415B-62 Number and election of directors. The number of directors of a corporation shall be not less than three. Subject to such limitation, the number of directors shall be fixed by the bylaws, except that if authorized by the articles of incorporation or by the bylaws, the number may be fixed by the members at the annual meeting or at any other meeting properly called for such purpose, and 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 the articles of incorporation or, if authorized by the articles of incorporation, by the members. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a membership resolution fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.

The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected by the members or elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws.

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 to which the director is elected or appointed and until a successor is elected or appointed and qualified. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

A director may be removed from office pursuant to any procedure therefor provided in the articles [of] incorporation or bylaws. [L 1985, c 270, pt of §1; am L 1987, c 135, §155]