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273.211 Number and election or appointment of directors -- Classes -- Terms -Removal.
(1)
(2)
(3)
(4)
(5)
(a)
The board of directors shall consist of three (3) or more individuals, with the
number specified in or fixed in accordance with the articles of incorporation
or bylaws, except as to the number of the first board of directors which shall
be fixed by the articles of incorporation.
(b) The articles of incorporation or bylaws may establish a minimum and
maximum number of directors. If a variable range is established, the number
of directors may be fixed or changed by the board of directors, within the
minimum and maximum, in the manner provided in the articles of
incorporation or the bylaws.
(c) No decrease in number shall have the effect of shortening the term of any
incumbent director.
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 removal procedure provided
in the articles of incorporation or bylaws.
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 14, 2018
History: Amended 2018 Ky. Acts ch. 193, sec. 2, effective July 14, 2018. -- Amended
2012 Ky. Acts ch. 81, sec. 100, effective July 12, 2012. -- Created 1968 Ky. Acts ch.
165, sec. 17.
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