10-3804

10-3804. Election, designation and appointment
of directors

A. If the corporation has members, the members shall elect all the directors except
the initial directors at the first annual meeting of members, and at each annual meeting
after the first annual meeting, unless either:

1. The terms of the directors are staggered pursuant to section 10-3806.

2. The articles of incorporation or bylaws provide some other time or method of
election.

3. The articles of incorporation or bylaws provide that some of the directors are
appointed by some other person or some of the directors are designated.

B. If the corporation does not have members, all the directors except the initial
directors shall be elected, appointed or designated as provided in the articles of
incorporation or bylaws. If no method of designation or appointment is set forth in the
articles of incorporation or bylaws, the board of directors shall elect the directors
other than the initial directors.