Section 702. Number of directors  


Latest version.
  • (a)  The  board of directors shall consist of one or more members. The
      number of directors constituting the board may be fixed by the  by-laws,
      or  by  action  of  the  shareholders or of the board under the specific
      provisions of a by-law adopted by the  shareholders.  If  not  otherwise
      fixed  under  this  paragraph, the number shall be one.  As used in this
      article, "entire board" means the total number of  directors  which  the
      corporation would have if there were no vacancies.
        (b) The number of directors may be increased or decreased by amendment
      of  the  by-laws, or by action of the shareholders or of the board under
      the specific provisions of a by-law adopted by the shareholders, subject
      to the following limitations:
        (1) If the board is authorized by the by-laws to change the number  of
      directors, whether by amending the by-laws or by taking action under the
      specific  provisions  of  a  by-law  adopted  by  the shareholders, such
      amendment or action shall require the vote of a majority of  the  entire
      board.
        (2) No decrease shall shorten the term of any incumbent director.