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

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

(c)  The articles of incorporation or bylawsmay establish a variable range for the size of the board of directors by fixinga 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 theminimum and maximum, by the shareholders or the board of directors.  Aftershares are issued, only the shareholders may change the range for the size ofthe board or change from a fixed to a variable-range size board or vice versa.

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