§ 7-1.2-803 - Classification of directors.
SECTION 7-1.2-803
§ 7-1.2-803 Classification of directors.– When the board of directors consists of nine (9) or more members, in lieu ofelecting the whole number of directors annually, the articles of incorporationmay provide that the directors be divided into either two (2) or three (3)classes, each class to be as nearly equal in number as possible, the term ofoffice of directors of the first class to expire at the first annual meeting ofshareholders after their election, that of the second class to expire at thesecond annual meeting after their election, and that of the third class, ifany, to expire at the third annual meeting after their election. At each annualmeeting after the classification, the number of directors equal to the numberof the class whose term expires at the time of the meeting will be elected tohold office until the second succeeding annual meeting, if there are two (2)classes, or until the third succeeding annual meeting, if there are three (3)classes. No classification of directors is effective prior to the first annualmeeting of shareholders. The articles of incorporation may confer upon holdersof any class or series of shares the right to elect one or more directors whoserve for any term and have any voting powers stated in the articles ofincorporation. The terms of office and voting powers of the directors electedin the manner provided in the articles of incorporation may be greater than orless than those of any other director or class of directors.