US Laws, Codes, Statutes & Cases

 
  § 704. Classification of directors.
    (a)  The  certificate  of  incorporation  or  a  by-law adopted by the
  members may provide that directors elected or appointed at  large  shall
  be  divided into either two, three, four or five classes for the purpose
  of staggering their terms  of  office  and  that  all  or  some  of  the
  directors  elected or appointed otherwise than at large shall be divided
  into the same or a different number of classes, not exceeding five,  for
  the  same  purpose. All classes of each type shall be as nearly equal in
  number as possible and, if provision has been made for cumulative voting
  under section 617 (Cumulative voting), no class shall include less  than
  three directors.
    (b) The terms of office of the directors initially classified shall be
  as  follows:  that  of  the  first class shall expire at the next annual
  meeting of members if there be members, or of the board if there  be  no
  members,  the  second class at the second succeeding annual meeting, the
  third class, if any, at the third succeeding annual meeting, the  fourth
  class,  if  any,  at  the fourth succeeding annual meeting and the fifth
  class, if any, at  the  fifth  succeeding  annual  meeting.  After  such
  initial classification, directors to replace those whose terms expire at
  each  annual  meeting  shall  be elected or appointed at such meeting to
  hold office for a full term in accordance with such classification.
    (c) If directors  are  classified  and  the  number  of  directors  is
  thereafter changed by action of the board:
    (1)  Any  newly created directorships or any decrease in directorships
  shall be so apportioned among the classes as  to  make  all  classes  as
  nearly equal in number as possible.
    (2)  If  newly  created  directorships  are  filled  by the board in a
  corporation having members, there shall  be  no  classification  of  the
  additional directors until the next annual meeting of members.