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Election 47. (1) At each annual meeting of shareholders, directors shall
and term of be elected to hold office until the next annual meeting
directors except as otherwise provided in this Ordinance or in the
articles of incorporation. The articles of incorporation may
provide for the election of one or more directors by the
holders of the shares of any class or series.
(2) Each director shall hold office until the expiration of the
term for which he is elected, and until his successor has
been elected and qualified.
Classification 48. (1) The articles of incorporation or the specific provisions
of directors of a bylaw adopted by the shareholders may provide that
the directors be divided into either two, three or four
classes. All classes shall be as nearly equal in number as
possible, and no class shall include fewer than three
directors. The terms of office of the directors initially
classified shall be as follows: that of the first class shall
expire at the next annual meeting of shareholders, the
second class at the second succeeding annual meeting, the
third class, if any, at the third succeeding annual meeting,
and the fourth class, if any, at the fourth succeeding annual
meeting.
(2) At each annual meeting after such initial classification,
directors to replace those whose terms expire at such
annual meeting shall be elected to hold office until the
second succeeding annual meeting if there are two classes
the third succeeding annual meeting if there are three
classes, or the forth succeeding annual meeting if there are
four classes.
(3) If directors are classified and the number of directors is
thereafter changed:
(i) Any newly created directorships or any decrease in
directorships shall be so apportioned among the classes as
to make all classes as nearly equal in number as possible,
and
(ii) When the number of directors is increased by the board
and any newly created directorships are filled by the board,
there shall be no classification of the additional directors
until the next annual meeting of shareholders.

 

 

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