2005 Rhode Island Code - § 7-1.2-802 — Number and election of directors.The board of directors of a corporation consists of one or more members. The number of directors is fixed by, or in the manner provided in, the articles of incorporation or the bylaws. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but no decrease has the effect of shortening the term of any incumbent director. If the articles of incorporation provide for the election of directors in the manner specified in subsection (d) of § 7-1.2-708, the number of directors may not be decreased unless approved by the shareholders with less than the number of shares previously entitled to elect one director voting against the decrease. Initial directors hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified. At the first annual meeting of shareholders and at each subsequent annual meeting, the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in the case of the classification of directors as permitted by this chapter. Each director holds office for the term for which he or she is elected and until his or her successor has been elected and qualified. Any director may resign at any time upon notice given in writing to the corporation.
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