§ 3-405. Election of directors

   (a) Directors named in articles of incorporation. -- Until successors are elected and qualify, the board of directors of a commercial bank consists of the individuals named as directors in the articles of incorporation.

(b) Annual election of directors; term of office. --

   (1) Except as provided in paragraph (2) of this subsection, at each annual meeting of stockholders, the stockholders shall elect directors to hold office until the earlier of:

      (i) The next annual meeting of stockholders and until their successors are elected and qualify; or

      (ii) The time provided in the terms of any class or series of stock pursuant to which the directors are elected.

   (2) (i) Subject to subparagraphs (ii) and (iii) of this paragraph, if the directors are divided into classes, the term of office may be provided in the bylaws.

      (ii) The term of office of a director may not be longer than 5 years or, in the case of an initial or substitute director, shorter than the period between annual meetings.

      (iii) The term of office of at least one class of directors shall expire each year.

HISTORY: 1999, ch. 523.