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273.211 Number and election of directors.
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(2)
(3)
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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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