§ 55-8-03. Number and election of directors. - North Carolina Statutes

§ 55‑8‑03.  Numberand election of directors.

(a)        A board ofdirectors must consist of one or more individuals, with the number specified inor fixed in accordance with the articles of incorporation or bylaws.

(b)        The number ofdirectors may be increased or decreased from time to time by amendment to, orin the manner provided in, the articles of incorporation or the bylaws, but fora corporation to which G.S. 55‑7‑28(e) applies in which shares areentitled to be voted cumulatively, the number of directors shall not bedecreased unless one of the following applies:

(1)        The decrease isapproved by the shareholders in a vote in which the number of shares entitledto be voted cumulatively that vote against the proposal for decrease would notbe sufficient to elect a director by cumulative voting.

(2)        The decrease is madepursuant to a provision of the articles of incorporation or bylaws fixing aminimum and maximum number of directors and authorizing the number of directorsto be fixed or changed from time to time, within the maximum and the minimum,by the shareholders or, unless the articles of incorporation or an agreementvalid under G.S. 55‑7‑31 provides otherwise, the board ofdirectors.

(c)        Repealed by SessionLaws 2005‑268, s. 7.

(d)        Directors areelected at the first annual shareholders' meeting and at each annual meetingthereafter unless their terms are staggered under G.S. 55‑8‑06. (1901, c. 2, ss. 14, 39;Rev., ss. 1147, 1182; C.S., ss. 1144, 1175; 1927, c. 138; G.S., ss. 55‑48,55‑112; 1955, c. 1371, s. 1; 1959, c. 1316, s. 33; 1969, c. 751, ss. 10,11; 1989, c. 265, s. 1; 1993, c. 552, s. 13; 2005‑268, s. 7; 2006‑264,s. 44(a).)