Section 10A-3-2.09

Number and election of directors; terms; removal from office.

(a) The number of directors of a nonprofit corporation shall be not less than one. Subject to this limitation, unless the number of directors is fixed by the certificate of formation or the bylaws, the board of directors may fix the number of directors from time to time. The number of directors to serve on the initial board of directors shall be fixed by the certificate of formation. Unless the certificate of formation or bylaws require an amendment to the certificate or the bylaws, the number of directors may be increased or decreased from time to time by the board of directors. No decrease in number shall have the effect of shortening the term of any incumbent director.

(b) The directors constituting the initial board of directors shall be named in the certificate of formation and shall hold office until the first annual election of directors or for any other period as may be specified in the governing documents. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the governing documents of the nonprofit corporation. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.

(c) 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 he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.

(d) A director may be removed from office pursuant to any procedure therefor provided in the certificate of formation.

(Acts 1984, No. 84-290, p. 502, §20; §10-3A-35; amended and renumbered by Act 2009-513, p. 967, §171; Act 2021-299, §5.)