§ 30304. Governing body

• (a)
  • (1) The number of directors of the corporation shall be at least three but not more than 15. The directors shall be divided into a specified number of classes. Each class shall hold office for a definite period of years as provided in the bylaws.
  • (2) A majority of the directors must be present at a meeting of directors to constitute a quorum. A majority vote of the directors present at a meeting at which there is a quorum is necessary for the transaction of business.
  • (3) A director may be removed at any time for just and proper cause by a majority vote of a quorum of directors present at a meeting called for that purpose.
  • (4) A vacancy in the office of director may be filled by a majority vote of a quorum of the remaining directors present at a meeting called for that purpose. A director elected to fill a vacancy serves until the next annual meeting of the corporation.
• (b) The officers of the corporation and their manner of election, term of office, duties, and powers are as provided in the bylaws.