Section 10.06.453. Number, election, and tenure of directors; initial directors.

   (a) The board of directors shall consist of one or more members. The number of directors shall be fixed by, or in the manner provided in, the bylaws, unless the articles fix the number of directors, in which case a change in the number of directors shall be made only by amendment of the articles. If the number of directors is not otherwise set, the number of directors is three.
   (b) Except as otherwise provided in AS 10.06.230 and this section, the number of directors may be increased or decreased by amendment of the articles or the bylaws or by action of the board or the shareholders under the specific provisions of an article or a bylaw adopted by approval of the outstanding shares. A change in the number of directors, including by amendment of the articles, is subject to the following limitations:
        (1) if the board is authorized by the articles or the bylaws to change the number of directors, whether by amending the bylaws or by taking action under the specific provision of an article or a bylaw adopted by approval of the outstanding shares, the amendment or action shall require the vote of a majority of the entire board;
        (2) a decrease in the number of directors may not shorten the term of an incumbent director.
   (c) The articles may provide for the election of one or more directors by the holders of the shares of a class or series voting as a class or series.
   (d) The names and addresses of the members of the first board may be stated in the articles. The members of the first board hold office until the first annual meeting of shareholders, and until their successors have been elected and qualified.
   (e) 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 AS 10.06.455. A director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

Authorities

10.06.465;10.06.468

Notes

References

AS 10.06.465 Vacancies and resignation; special meeting of shareholders.
AS 10.06.468 Executive and other board committees.

History

(Sec. 1 ch 166 SLA 1988; am Sec. 35, 36 ch 82 SLA 1989)