State Codes and Statutes
Statutes > Rhode-island > Title-7 > Chapter-7-6 > 7-6-23SECTION 7-6-23
§ 7-6-23 Number and election of directors.– (a) The number of directors of a corporation shall be not less than three (3).Subject to limitation, the number of directors shall be fixed by the bylaws,except as to the number of the first board of directors, which number shall befixed by the articles of incorporation. The number of directors may beincreased or decreased from time to time by amendment to or as provided by thebylaws, unless the articles of incorporation provide that a change in thenumber of directors shall be made only by amendment of the articles ofincorporation. No decrease in number has the effect of shortening the term ofany incumbent director. In the absence of a bylaw fixing the number ofdirectors, the number shall be the same as that stated in the articles ofincorporation.
(b) The directors constituting the first board of directorsshall be named in the articles of incorporation and hold office until the firstannual election of directors or for any other period that may be specified inthe articles of incorporation or the bylaws. Subsequently, directors shall beelected or appointed in the manner and for the terms provided in the articlesof incorporation or the bylaws. In the absence of a provision fixing the termof office, the term of office of a director is one year.
(c) Directors may be divided into classes and the terms ofoffice of the several classes need not be uniform. Each director shall holdoffice for the term for which he or she is elected or appointed and until hisor her successor has been elected or appointed and qualified.
(d) A director may be removed from office pursuant to anyprocedure for removal which is provided in the articles of incorporation or inbylaws and which has been approved by the members of the corporation.
