Title 10 – Corporations and Associations

Chapter 31 – Directors and officers-nonprofit Corporations

Article 1 – Board of Directors

• A. The terms of the initial directors of a corporation expire at the first election, appointment or designation of directors as provided in section 10-3804.
• B. The articles of incorporation or bylaws shall specify the terms of directors. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Unless otherwise provided in the articles of incorporation or bylaws, directors may be elected for successive terms.
• C. A decrease in the number of directors or term of office does not shorten the term of any incumbent director.
• D. Except as provided in the articles of incorporation or bylaws:
• 1. The term of a director elected to fill a vacancy in the office of a director elected by members expires at the next election of directors by members.
• 2. The term of a director elected to fill any other vacancy expires at the end of the unexpired term that the director is filling.
• E. Despite the expiration of a director’s term, a director shall continue to hold office until the director’s successor is elected, designated or appointed and qualifies, until the director’s resignation or removal or until there is a decrease in the number of directors.