10A-2A-8.03
Section 10A-2A-8.03 Number and election of directors. (a) A board of directors shall consist
of one or more individuals, with the number specified in or fixed in accordance with the certificate
of incorporation or bylaws. (b) The number of directors may be increased or decreased from
time to time by amendment to, or in the manner provided in, the certificate of incorporation
or bylaws. (c) Except as set forth in Section 10A-2A-2.04, directors are elected at the first
annual stockholders' meeting and at each annual stockholders' meeting thereafter unless elected
by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04 or unless
their terms are staggered under Section 10A-2A-8.06. (Act 2019-94, §1.)...
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10A-2A-7.01
Section 10A-2A-7.01 Annual meetings. (a) Unless directors are elected by written consent in
lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a
meeting of stockholders annually at a time stated in or fixed in accordance with the certificate
of incorporation or bylaws at which directors shall be elected. (b) Unless the board of directors
determines to hold the meeting solely by means of remote communication in accordance with
Section 10A-2A-7.09(c), annual meetings may be held (i) in or out of this state at the place
stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if
no place is stated in or fixed in accordance with the certificate of incorporation or bylaws,
at the corporation's principal office. (c) The failure to hold an annual meeting at the time
stated in or fixed in accordance with a corporation's certificate of incorporation or bylaws
does not affect the validity of any corporate action. (Act 2019-94,...
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10A-2A-8.08
Section 10A-2A-8.08 Removal of directors by stockholders. (a) The stockholders may remove one
or more directors with or without cause unless the certificate of incorporation provides that
directors may be removed only for cause. (b) If a director is elected by a voting group of
stockholders, only the stockholders of that voting group may participate in the vote to remove
that director. (c) A director may be removed if the number of votes cast to remove exceeds
the number of votes cast not to remove the director, except to the extent the certificate
of incorporation or bylaws require a greater number; provided that if cumulative voting is
authorized, a director may not be removed if, in the case of a meeting, the number of votes
sufficient to elect the director under cumulative voting is voted against removal and, if
in the case of an action by written consent, the action is taken by less than unanimous consent.
(d) A director may be removed by the stockholders only at a meeting called...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
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10A-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation
shall be managed and conducted by a board of directors, a president, a vice-president, a secretary,
a treasurer, and other officers and agents as the corporation by its bylaws shall authorize.
The board of directors shall consist of a number not less than 15 nor more than 21, as shall
be determined in the first instance by the incorporators and thereafter annually by the members
and the stockholders of the corporation. The board of directors may exercise all the powers
of the corporation except such as are conferred by law or by the bylaws of the corporation
upon the stockholders or members and shall choose, or appoint, all the agents and officers
of the corporation and fill all vacancies except vacancies in the office of a director, which
shall be filled as provided in this section. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual...
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10A-2A-8.06
Section 10A-2A-8.06 Staggered terms for directors. The certificate of incorporation may provide
for staggering the terms of directors by dividing the total number of directors into two or
three groups, with each group containing half or one-third of the total, as near as may be
practicable. In that event, the terms of directors in the first group expire at the first
annual stockholders' meeting after their election, the terms of the second group expire at
the second annual stockholders' meeting after their election, and the terms of the third group,
if any, expire at the third annual stockholders' meeting after their election. At each annual
stockholders' meeting held thereafter, directors shall be elected for a term of two years
or three years, as the case may be, to succeed those whose terms expire. (Act 2019-94, §1.)...

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10A-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless the
certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to
this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides
for cumulative voting, a corporation may elect in its bylaws to be governed in the election
of directors as follows: (1) each vote entitled to be cast may be voted for or against up
to that number of candidates that is equal to the number of directors to be elected, or a
stockholder may indicate an abstention, but without cumulating the votes; (2) to be elected,
a nominee shall have received a plurality of the votes cast by holders of stock entitled to
vote in the election at a meeting at which a quorum is present, provided that a nominee who
is elected but receives more votes against than for election shall serve as a director for
a term that shall terminate on the date that is the earlier of (i) 90 days from the...
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10A-2A-8.05
Section 10A-2A-8.05 Terms of directors generally. (a) The terms of the initial directors of
a corporation expire at the first stockholders' meeting at which directors are elected. (b)
The terms of all other directors expire at the next, or if their terms are staggered in accordance
with Section 10A-2A-8.06, at the applicable second or third, annual stockholders' meeting
following their election, except to the extent (i) provided in Section 10A-2A-10.22 if a bylaw
electing to be governed by that section is in effect, or (ii) a shorter term is specified
in the certificate of incorporation in the event of a director nominee failing to receive
a specified vote for election. (c) A decrease in the number of directors does not shorten
an incumbent director's term. (d) Except as set forth in the next sentence of this subsection,
the term of a director elected to fill a vacancy expires at the next stockholders' meeting
at which directors are elected. The term of a director elected to fill a...
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10A-2A-16.01
Section 10A-2A-16.01 Corporate records. (a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in effect; (2) any notices to stockholders
referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent
if those facts are not included in the certificate of incorporation or otherwise available
as specified in Section 10A-2A-1.20(c)(5); (3) its bylaws as currently in effect; (4) all
written communications within the past three years to stockholders generally; (5) minutes
of all meetings of, and records of all actions taken without a meeting by, its stockholders,
its board of directors, and board committees established under Section 10A-2A-8.25; (6) a
list of the names and business addresses of its current directors and officers; and (7) its
most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.
(b) A corporation shall maintain all annual financial statements prepared for...
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10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, unless (i)
the board of directors makes a determination that because of conflicts of interest or other
special circumstances it should not make a recommendation or (ii) Section...
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