<?xml version='1.0' encoding='utf-8'?>
<section article="gfi" article_name="Financial Institutions" number="3-405" title_number="3" title_name="Banking Institutions -- Commercial Banks" subtitle_number="4" subtitle_name="Directors and Officers">
  <level label="a">
    <text>Until successors are elected and qualify, the board of directors of a commercial bank consists of the individuals named as directors in the articles of incorporation.</text>
  </level>
  <level label="b">
    <level label="1">
      <text>Except as provided in paragraph (2) of this subsection, at each annual meeting of stockholders, the stockholders shall elect directors to hold office until the earlier of:</text>
      <level label="i">
        <text>The next annual meeting of stockholders and until their successors are elected and qualify; or</text>
      </level>
      <level label="ii">
        <text>The time provided in the terms of any class or series of stock pursuant to which the directors are elected.</text>
      </level>
    </level>
    <level label="2">
      <level label="i">
        <text>Subject to subparagraphs (ii) and (iii) of this paragraph, if the directors are divided into classes, the term of office may be provided in the bylaws.</text>
      </level>
      <level label="ii">
        <text>The term of office of a director may not be longer than 5 years or, in the case of an initial or substitute director, shorter than the period between annual meetings.</text>
      </level>
      <level label="iii">
        <text>The term of office of at least one class of directors shall expire each year.</text>
      </level>
    </level>
  </level>
</section>
