Talk:Delaware General Corporation Law/Archives/2014

Director Term length limitation or Term Limitation?

"§141(d), a director can serve no longer than three years, and if the board is classified one class must stand for election each year"

From the cited law, it appears that three years is the longest term directors may be elected for, but there seems to be no limitation on re-election of the same director whose term is expiring. Three years seems to refer to third-class directors in the excerpt below. The article text specifies a person and a length of time. Note that §141(b) makes tangential reference to reelection of directors.

http://delcode.delaware.gov/title8/c001/sc04/index.shtml

"(d) The directors of any corporation organized under this chapter may, by the certificate of incorporation or by an initial bylaw, or by a bylaw adopted by a vote of the stockholders, be divided into 1, 2 or 3 classes; the term of office of those of the first class to expire at the first annual meeting held after such classification becomes effective; of the second class 1 year thereafter; of the third class 2 years thereafter; and at each annual election held after such classification becomes effective, directors shall be chosen for a full term, as the case may be, to succeed those whose terms expire. [...]"

I'd suggest this be changed to

"§141(d), the term a director can be elected to serve can be no longer than three years, and if the board is classified one class directors must stand for election each year; directors may be reelected"

though perhaps someone with greater knowledge of DE corp law should review this first....

76.172.10.150 (talk) 06:42, 4 April 2014 (UTC)