[§414-193]  Number and election of
directors.  (a)  A board of directors must consist of one or more
individuals, with the number specified in or fixed in accordance with the
articles of incorporation or bylaws.



(b)  If a board of directors has power to fix
or change the number of directors, the board may increase or decrease by thirty
per cent or less the number of directors last approved by the shareholders, but
only the shareholders may increase or decrease by more than thirty per cent the
number of directors last approved by the shareholders.



(c)  The articles of incorporation or bylaws
may establish a variable range for the size of the board of directors by fixing
a minimum and maximum number of directors.  If a variable range is established,
the number of directors may be fixed or changed from time to time, within the
minimum and maximum, by the shareholders or the board of directors.  After
shares are issued, only the shareholders may change the range for the size of
the board or change from a fixed to a variable-range size board or vice versa.



(d)  Directors are elected at the first annual
shareholders' meeting and at each annual meeting thereafter unless their terms
are staggered under section 414-196. [L 2000, c 244, pt of §1]