30.0141 Directors-Election-Term-Vacancies.

Print This

(a) The Directors of every corporation shall be elected at the annual meeting of the stock-holders, which shall be held at the time and place provided for by the bylaws, by a plurality of the votes cast at such election.

(b) The certificate of incorporation may provide that the directors be divided into 2 or more classes whose terms of office shall respectively expire at different times, but no term may continue longer than 3 years and at least 1/4 of the directors shall be elected annually.

(c) Vacancies in the Board of Directors shall be filled by the Directors remaining in office as may be provided in the bylaws unless it is otherwise provided in the certificate of incorporation or an amendment thereof.

(d) An increase in the number of directors creates vacancies for the purpose of this section.

History: 1962, PL 7-20.

Case Notes:

A statutory provision that corporate directors be elected at the annual meeting does not preclude the shareholders from removing members of the board of directors and holding a special election to elect replacement directors. A.S.C.A. § 30.0141(a). Lutali v. Foster, p 39.