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273.211 Number and election of directors.
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The number of directors of a corporation shall not be less than three (3). Subject to
such limitation, the number of directors shall be fixed by the bylaws, except as to
the number of the first board of directors which number shall be fixed by the articles
of incorporation. The number of directors may be increased or decreased from time
to time by amendment to the bylaws, unless the articles of incorporation provide
that a change in the number of directors shall be made only by amendment of the
articles of incorporation. No decrease in number shall have the effect of shortening
the term of any incumbent director. In the absence of a bylaw fixing the number of
directors, the number shall be the same as that stated in the articles of incorporation.
The directors constituting the first board of directors shall be named in the articles
of incorporation and shall hold office until the first annual election of directors or
for such other period as may be specified in the articles of incorporation or the
bylaws. Thereafter, directors shall be elected or appointed in the manner and for the
terms provided in the articles of incorporation or the bylaws. In the absence of a
provision fixing the term of office, the term of office of a director shall be one (1)
year, and until his successor is elected and has accepted his election.
Directors may be divided into classes and the terms of office of the several classes
need not be uniform. Each director shall hold office for the term for which he is
elected or appointed and until his successor shall have been elected or appointed
and qualified.
A director may be removed from office pursuant to any procedure therefor provided
in the articles of incorporation.
Every director of a corporation, by acceptance of election or appointment as a
director, including by service, shall be deemed to have consented to the jurisdiction
of the courts of the Commonwealth of Kentucky for any action by, in the name of,
or on behalf of the corporation.
Effective: July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 100, effective July 12, 2012. -- Created
1968 Ky. Acts ch. 165, sec. 17.
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