15-3-127. TERMS OF DIRECTORS.

1. If the corporation has members:
   1. The terms of the initial directors of a corporation expire at the first members’ meeting at which directors are elected; and
   2. The terms of all other directors expire at the next annual members’ meeting following their election, unless the articles of incorporation provide that their terms are staggered or are longer than one year in duration.
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 or bylaws. If no method of designation or appointment is set forth in the articles or bylaws, the directors (other than the initial directors) shall be elected by the board.
3. A decrease in the number of directors does not shorten an incumbent director’s term.
4. Except as provided in the articles or bylaws:
   1. The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and
   2. The term of a director filling any other vacancy expires at the end of the unexpired term which such director is filling.
5. Despite the expiration of a director’s term, he continues to serve until a successor is elected or appointed and qualifies or until there is a decrease in the number of directors.