Corporations, Associations, and Partnerships

Rhode Island Business Corporation Act

PART 7-1.2-801
Directors and Officers

SECTION 7-1.2-803

§ 7-1.2-803. Classification of directors.

When the board of directors consists of nine (9) or more members, in lieu of electing the whole number of directors annually, the articles of incorporation may provide that the directors be divided into either two (2) or three (3) classes, each class to be as nearly equal in number as possible, the term of office of directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after the classification, the number of directors equal to the number of the class whose term expires at the time of the meeting will be elected to hold office until the second succeeding annual meeting, if there are two (2) classes, or until the third succeeding annual meeting, if there are three (3) classes. No classification of directors is effective prior to the first annual meeting of shareholders. The articles of incorporation may confer upon holders of any class or series of shares the right to elect one or more directors who serve for any term and have any voting powers stated in the articles of incorporation. The terms of office and voting powers of the directors elected in the manner provided in the articles of incorporation may be greater than or less than those of any other director or class of directors.

History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.)