(805 ILCS 5/8.10)
(from Ch. 32, par. 8.10)
Number, election and resignation of directors.
board of directors of a corporation shall consist of one or more members.
The number of directors shall be fixed by the by-laws, except the number
of initial directors shall be fixed by the incorporators in the articles
of incorporation or at the organizational meeting. In the absence of a
by-law fixing the number of directors, the number shall be the same as that
fixed in the articles of incorporation or at the organizational meeting.
The number of directors may be increased or decreased from time to time by amendment
to the by-laws.
(b) The by-laws may establish a variable range for the size of the board
by prescribing a minimum and maximum (which may not exceed the minimum by
more than five) 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 directors or the shareholders without further
amendment to the by-laws.
(c) The terms of all directors expire at the next annual shareholders'
meeting 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 shareholders' meeting at which his or her predecessor's
term would have
expired. The term of a director elected as a result of an increase in the
number of directors expires at the next annual shareholders' meeting 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 shareholders at which directors are elected.
A decrease in the number of directors does not shorten an incumbent director's term.
(e) If the board of directors consists of six or more members, in lieu
of electing the membership of the whole board of directors annually, the
articles of incorporation or by-laws may provide that the directors shall
be divided into either two or three classes, each class to be as nearly
equal in number as is possible. The term of office of directors of the
first class shall expire at the first annual meeting of shareholders after
their election, that of the second class shall expire at the second annual
meeting after their election, and that of the third class, if any, shall expire at the
third annual meeting after their election. At each annual meeting after
such classification, the number of directors equal to the number of the
class whose terms expire at the time of such meeting shall be elected to
hold office until the second succeeding annual meeting, if there be two
classes, or until the third succeeding annual meeting, if there be three classes.
(f) If the articles of incorporation authorize dividing the shares into
classes or series, the articles may also authorize the election of all or a specified
number or percentage of directors by the holders of one or more authorized
classes or series of shares.
(g) A director may resign at any time by giving written notice to the
board of directors, its chairman, or to the president or secretary of the
corporation. A resignation is effective when the notice is given 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. 83-1025.)