Election and Term of Directors

BCL SEC. 703

At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. The certificate of incorporation may provide for the election of one or more directors by the holders of the shares of any class or series. 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.

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"The devil is in the details, and that especially pertains to proxies and notices for annual elections, quorums, voting, and everything else that governs board elections. Your bylaws should reflect what your certificate of incorporation says, but many times it doesn’t. When board elections are challenged, these details can derail your election."

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