Election, Designation, and Appointment
The initial Directors are designated in the Articles or Bylaws or elected by the Incorporators. After the initial term, Directors shall be elected, appointed, or designated as provided in the Articles and Bylaws.
The Articles or Bylaws set forth the terms of Directors. Except for designated or appointed Directors, the terms of Directors may not exceed five years. A decrease in the number of Directors or term of office does not shorten an incumbent Director’s term.
Except as provided in the Articles or Bylaws, the term of a Director filling a vacancy expires at the end of the unexpired term that such Director is filling.
Despite the expiration of a Director’s term, the Director continues to serve until the Director’s successor is elected, designated, or appointed, and qualifies, or until there is a decrease in the number of Directors.
The Articles or Bylaws may provide for staggering the terms of Directors by dividing the total number of Directors into groups. The terms of office of the groups need not be uniform.
Legal References:
I.C. § 30-30-202 Idaho Nonprofit Corporation Act - Incorporation - Articles of Incorporation
I.C. § 30-30-604 Idaho Nonprofit Corporation Act - Directors and Officers - Election, Designation and Appointment of Directors
I.C. § 30-30-605 Idaho Nonprofit Corporation Act - Directors and Officers - Terms of Directors Generally
I.C. § 30-30-606 Idaho Nonprofit Corporation Act - Directors and Officers - Staggered Terms for Directors
Policy History:
Adopted on: May 17 2021
Revised on:
Reviewed on: