(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(b) The terms of all other directors expire at the next or, if their terms are staggered in accordance with section 33-740, at the applicable second, third, fourth or fifth, annual shareholders' meeting following their election except to the extent (1) provided in section 33-809 if a bylaw electing to be governed by that section is in effect, or (2) a shorter term is specified in the certificate of incorporation in the event of a director nominee failing to receive a specified vote for election.

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

(e) Except to the extent otherwise provided in the certificate of incorporation or under section 33-809 if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors.

(P.A. 94-186, S. 87, 215; P.A. 09-55, S. 12.)

History: P.A. 94-186 effective January 1, 1997; P.A. 09-55 amended Subsec. (b) to add provision re expiration of staggered terms “at the applicable second, third, fourth or fifth” annual shareholders' meeting following director's election and add exception re bylaw or certificate of incorporation provision and amended Subsec. (e) to add exception re certificate of incorporation or bylaw provision and make technical changes.