California Corporations Code

§ 5220

CORP § 5220 Effective Jan 1, 2019Div. 2 · Title 1 · Part 2 · Ch. 2 · Art. 2

Statute text

(a)Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. However, the terms of directors of a corporation without members may be up to six years. In the absence of any provision in the articles or bylaws, the term shall be one year. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office of the several groups and the number of directors in each group need not be uniform. An amendment of the articles or bylaws may not extend the term of a director beyond that for which the director was elected, and any bylaw provision increasing the terms of directors may not be adopted without approval of the members (Section 5034).

(b)Unless otherwise provided in the articles or bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office.

(c)The articles or bylaws may provide for the election of one or more directors by the members of any class voting as a class.

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Legislative history

Amended by Stats. 2018, Ch. 322, Sec. 2. (AB 2557) Effective January 1, 2019.