US Laws, Codes, Statutes & Cases

 
  § 703. Election and term of office of directors; alternates.
    (a)  A  corporation may provide in its certificate of incorporation or
  by-laws for directors to be elected or appointed at large, or by special
  districts or membership sections, or by virtue of their office or former
  office in the corporation or other entity,  public  or  private,  or  by
  bondholders pursuant to paragraph (c) of section 506 (Bonds and security
  interests) voting as a class, or any combination thereof.
    (b)  Directors shall be elected or appointed in the manner and for the
  term of office provided in  the  certificate  of  incorporation  or  the
  by-laws.  The  term  of office of directors, other than those elected or
  appointed by virtue of their office or former office in the  corporation
  or other entity, public or private, shall not exceed five years; and, if
  the board is classified under section 704 (Classification of directors),
  such  term  shall  not  exceed  a number of years equal to the number of
  classes into which  the  board  is  classified.  In  the  absence  of  a
  provision fixing the term, it shall be one year.
    (c)  Each  director shall hold office until the expiration of the term
  for which he is elected or appointed, and until his successor  has  been
  elected or appointed and qualified.
    (d)  If  the  certificate  of  incorporation  or by-laws so provide, a
  special district or membership section entitled to elect or appoint  one
  or  more  directors  may  elect  or  appoint  an alternate for each such
  director. In the absence of a director from a meeting of the board,  his
  alternate  may, upon written notice to the secretary of the corporation,
  attend such  meeting  and  exercise  therein  the  rights,  powers,  and
  privileges  of  the  absent  director.  When  so  exercising the rights,
  powers, and privileges of the absent director, such alternate  shall  be
  subject  in  all  respects  to  the provisions of this chapter governing
  directors.