Section: Nonprofit Corporation Act

The articles of incorporation or bylaws may provide for staggering the directors’ terms of office by dividing the total number of directors into two or more groups. The terms of office of the several groups need not be uniform.

1. The terms of the initial directors of a corporation expire at the first election, appointment or designation of directors as provided in section 10-3804.
2. The articles of incorporation or bylaws shall specify the terms of directors. In the absence of any term specified in the articles of incorporation or bylaws, the term of each director is one year. Unless otherwise provided in the articles of incorporation or bylaws, directors may be elected for successive terms.
3. A decrease in the number of directors or term of office does not shorten the term of any incumbent director.
4. Except as provided in the articles of incorporation or bylaws:
   1. The term of a director elected to fill a vacancy in the office of a director elected by members expires at the next election of directors by members.
   2. The term of a director elected to fill any other vacancy expires at the end of the unexpired term that the director is filling.
5. Despite the expiration of a director’s term, a director shall continue to hold office until the director’s successor is elected, designated or appointed and qualifies, until the director’s resignation or removal or until there is a decrease in the number of directors.

1. If the corporation has members, the members shall elect all the directors except the initial directors at the first annual meeting of members, and at each annual meeting after the first annual meeting, unless either:
   1. The terms of the directors are staggered pursuant to section 10-3806.
   2. The articles of incorporation or bylaws provide some other time or method of election.
   3. The articles of incorporation or bylaws provide that some of the directors are appointed by some other person or some of the directors are designated.
2. If the corporation does not have members, all the directors except the initial directors shall be elected, appointed or designated as provided in the articles of incorporation or bylaws. If no method of designation or appointment is set forth in the articles of incorporation or bylaws, the board of directors shall elect the directors other than the initial directors.

1. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
2. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a 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 the minimum and maximum, by the members or the board of directors.

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe.

1. Each corporation shall have a board of directors.
2. All corporate powers shall be exercised by or under the authority of and the affairs of the corporation shall be managed under the direction of its board of directors, subject to any limitation set forth in the articles of incorporation.
3. The articles of incorporation may authorize one or more members, delegates or other persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized the authorized person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from those duties and responsibilities.

1. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.
2. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:
   1. The member is an entity and the name signed purports to be that of an officer or agent of the entity.
   2. The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.
   3. The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.
   4. The name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment.
   5. Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders.
3. The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the member.
4. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
5. Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

A corporation may provide in its articles of incorporation or bylaws the process for election of directors by members or delegates by any of the following means:

1. On the basis of chapter or other organizational unit.
2. By region or other geographic unit.
3. By preferential voting.
4. By any other reasonable method.

1. If the articles of incorporation or bylaws provide for cumulative voting by members, members may cumulate their votes for directors, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote and casting the product for a single candidate or by distributing the product among two or more candidates.
2. Cumulative voting is not authorized at a particular meeting unless either:
   1. The meeting notice or statement accompanying the notice states conspicuously that cumulative voting is authorized.
   2. A member who has the right to cumulate votes gives notice during the meeting and before the vote is taken of the member’s intent to cumulate votes during the meeting, and if one member gives this notice all other members in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
3. A director elected by cumulative voting may be removed by the members without cause if the requirements of section 10-3808 are met unless the votes cast against removal, or those members not consenting in writing or by ballot to the removal, would be sufficient to elect that director if voted cumulatively at an election at which the same total number of votes were cast or, if the action is taken by written consent or ballot, all memberships entitled to vote were voted and the entire number of directors authorized at the time of the director’s most recent election were then being elected.

1. A member may vote the member’s votes in person or by proxy.
2. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form, either personally or by the member’s attorney-in-fact.
3. An appointment of a proxy is effective on receipt by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form.
4. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following:
   1. A pledgee.
   2. A person who purchased, agreed to purchase, holds an option to purchase or holds any other right to acquire the membership interest.
   3. A creditor of the corporation who extended or continued credit to the corporation under terms requiring the appointment.
   4. An employee of the corporation whose employment contract requires the appointment.
   5. A party to a voting agreement created pursuant to section 10-3731.
5. The death or incapacity of the member who appoints a proxy does not affect the right of the corporation to accept the proxy’s authority unless the secretary or other officer or agent authorized to tabulate votes receives written notice of the death or incapacity before the proxy exercises authority under the appointment.
6. Appointment of a proxy is revoked by the person who appoints the proxy by either:
   1. Attending any meeting and voting in person.
   2. Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
7. An appointment made irrevocable under subsection D of this section is revoked if the interest with which it is coupled is extinguished.
8. A transferee for value of a membership interest subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence at the time that the transferee acquired the membership interest and the existence of the irrevocable appointment was not noted conspicuously on the transfer documents.
9. Subject to section 10-3727 and to any express limitation on the proxy’s authority that appears on the face of the appointment form, a corporation may accept the proxy’s vote or other action as that of the member making the appointment.

Unless chapters 24 through 40 of this title provide otherwise, the articles of incorporation or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, for which affirmative votes also constitute a majority of the required quorum, is the act of the members.

Unless chapters 24 through 40 of this title or the articles of incorporation provide for a higher or lower quorum the bylaws may provide the number or percentage of members entitled to vote, present or represented by proxy, or the number or percentage of votes entitled to be cast by members present or represented by proxy, that shall constitute a quorum at a meeting of members. In the absence of that provision, members, present or represented by proxy, holding one-tenth of the votes entitled to be cast, shall constitute a quorum.