Title 10 – Corporations and Associations

Chapter 31 – Directors and officers-nonprofit Corporations

Article 1 – Board of Directors

• A. If the corporation has members, the members shall elect all the directors except the initial directors at the first annual meeting of members, and at each annual meeting after the first annual meeting, unless either:
• 1. The terms of the directors are staggered pursuant to section 10-3806.
• 2. The articles of incorporation or bylaws provide some other time or method of election.
• 3. The articles of incorporation or bylaws provide that some of the directors are appointed by some other person or some of the directors are designated.
• B. If the corporation does not have members, all the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the board of directors shall elect the directors other than the initial directors.