Section 10A-2-8.03

Number and election of directors.

(a) The number of directors shall be one or more, as specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders.

(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders, or, if the articles of incorporation so provide, by the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.

(d) Directors are elected at the first annual shareholder's meeting and at each annual meeting thereafter unless their terms are staggered under Section 10A-2-8.06.

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.03; amended and renumbered by Act 2009-513, p. 967, §116.)