805 ILCS 5/8.10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 8 - Directors And Officers

 (from Ch. 32, par. 8.10)Sec. 8.10.     Number, election and resignation of directors.     (a) The  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.)