805 ILCS 105/108.10
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 105/ - General Not For Profit Corporation Act of 1986.|Article 8 - Directors And Officers

 (from Ch. 32, par. 108.10)Sec. 108.10. Number, election and resignation of  directors.(a)  The board of directors of a  corporation shall consist of three or more directors.  The  number of directors shall be fixed by the bylaws, except  the number of initial directors shall be fixed by the  incorporators in the articles of incorporation.  In the  absence of a bylaw fixing the number of directors, the  number shall be the same as that fixed in the articles of  incorporation.  The number of directors may be increased or  decreased from time to time by amendment to the bylaws.(b) The bylaws may establish a variable range for the size  of the board by prescribing a minimum and maximum (which may  not be less than 3 or exceed the minimum by more than 5) number of  directors.  If a variable range is established, unless the  bylaws otherwise provide, the number of directors may be  fixed or changed from time to time, within the minimum and  maximum, by the directors without further amendment to the  bylaws.(c) The terms of all directors expire at the next meeting  for the election of directors 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 meeting of the members entitled to vote at which  his or her predecessor's term would have expired or in  accordance with Section 108.30 of this Act.  The term of a  director elected as a result of an increase in the number of  directors expires at the next annual meeting of members  entitled to vote 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 members or directors  entitled to vote on directors at which directors are  elected. An amendment to the bylaws decreasing the number of directors or eliminating the position of a director elected or appointed by persons or entities other than the members may shorten the terms of incumbent directors; provided, however, such amendment has been approved by the party with the authority to elect or appoint such directors.(e) The articles of incorporation or the bylaws may  provide that directors may be divided into classes and the  terms of office of several classes need not be uniform.  Each director shall hold office for the term for which he is  elected and until his successor shall have been elected and  qualified.(f) If the articles of incorporation or bylaws authorize  dividing the members into classes, the articles or bylaws may also  authorize the election of all or a specified number or  percentage of directors by one or more authorized classes of  members.(g) A director may resign at any time by written notice  delivered to the board of directors, its chairman, or to the  president or secretary of the corporation.  A resignation is  effective when the notice is delivered 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. 96-649, eff. 1-1-10.)