(a) The number of directors of a nonprofit corporation shall be not less than three. Subject to this limitation, the number of directors shall be fixed by the bylaws, except as to the number of the first board of directors which number shall be fixed by the certificate of formation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the certificate of formation provides that a change in the number of directors shall be made only by amendment of the certificate of formation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the certificate of formation.
(b) The directors constituting the first board of directors shall be named in the certificate of formation and shall hold office until the first annual election of directors or for any other period as may be specified in the governing documents. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the governing documents of the nonprofit corporation. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
(c) 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 to which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.
(d) A director may be removed from office pursuant to any procedure therefor provided in the certificate of formation.
Last modified: May 3, 2021