US Laws, Codes, Statutes & Cases

 
  § 702. Number of directors.
    (a) The number of directors constituting the entire board shall be not
  less than three. Subject to such limitation, such number may be fixed by
  the  by-laws  or, in the case of a corporation having members, by action
  of the members or of the board under the specific provisions of a by-law
  adopted by the members. If not otherwise fixed under this paragraph, the
  number shall be three. As used in this article, "entire board" means the
  total number of directors entitled to vote which the  corporation  would
  have if there were no vacancies.
    (b) The number of directors may be increased or decreased by amendment
  of  the  by-laws  or,  in  the  case of a corporation having members, by
  action of the members, or of the board under the specific provisions  of
  a by-law adopted by the members, subject to the following limitations:
    (1)  If the board is authorized by the by-laws to change the number of
  directors, whether by amending the by-laws or by taking action under the
  specific provisions of a by-law adopted by the members,  such  amendment
  or action shall require the vote of a majority of the entire board.
    (2) No decrease shall shorten the term of any incumbent director.