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(805 ILCS 105/108.10) (from Ch. 32, par. 108.10)
Sec. 108.10. Number, election and resignation of
directors. (a) The board of directors of a
corporation shall consist of three or more directors. The
number of directors shall be fixed by the bylaws, except
the number of initial directors shall be fixed by the
incorporators in the articles of incorporation. In the
absence of a bylaw fixing the number of directors, the
number shall be the same as that fixed in the articles of
incorporation. The number of directors may be increased or
decreased from time to time by amendment to the bylaws.
(b) The bylaws may establish a variable range for the size
of the board by prescribing a minimum and maximum (which may
not be less than 3 or exceed the minimum by more than 5) number of
directors. If a variable range is established, unless the
bylaws otherwise provide, the number of directors may be
fixed or changed from time to time, within the minimum and
maximum, by the directors without further amendment to the
bylaws.
(c) The terms of all directors expire at the next meeting
for the election of directors following their election
unless their terms are staggered under subsection (e). The
term of a director elected to fill a vacancy expires at the
next annual meeting of the members entitled to vote at which
his or her predecessor's term would have expired or in
accordance with Section 108.30 of this Act. The term of a
director elected as a result of an increase in the number of
directors expires at the next annual meeting of members
entitled to vote unless the term is staggered under
subsection (e).
(d) Despite the expiration of a director's term, he or she
continues to serve until the next meeting of members or directors
entitled to vote on directors at which directors are
elected. An amendment to the bylaws decreasing the number of directors or eliminating the position of a director elected or appointed by persons or entities other than the members may shorten the terms of incumbent directors; provided, however, such amendment has been approved by the party with the authority to elect or appoint such directors.
(e) The articles of incorporation or the bylaws may
provide that directors may be divided into classes and the
terms of office of several classes need not be uniform.
Each director shall hold office for the term for which he is
elected and until his successor shall have been elected and
qualified.
(f) If the articles of incorporation or bylaws authorize
dividing the members into classes, the articles or bylaws may also
authorize the election of all or a specified number or
percentage of directors by one or more authorized classes of
members.
(g) A director may resign at any time by written notice
delivered to the board of directors, its chairman, or to the
president or secretary of the corporation. A resignation is
effective when the notice is delivered unless the notice
specifies a future date. The pending vacancy may be filled
before the effective date, but the successor shall not take
office until the effective date.
(Source: P.A. 96-649, eff. 1-1-10.)
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