KRS 271B.8-030: Number and election of directors.

(1) A board of directors shall consist of one (1) or more individuals, with the number

specified in or fixed in accordance with the articles of incorporation or bylaws.

(2) If a board of directors has power to fix or change the number of directors, the board

may increase or decrease by thirty percent (30%) or less the number of directors last

approved by the shareholders, but only the shareholders may increase or decrease by

more than thirty percent (30%) the number of directors last approved by the

shareholders.

(3) The articles of incorporation or bylaws may establish a variable range for the size of

the board of directors by fixing a minimum and maximum number of directors. If a

variable range is established, the number of directors may be fixed or changed fr om

time to time, within the minimum and maximum, by the shareholders or the board

of directors. After shares are issued, only the shareholders may change the range for

the size of the board or change from a fixed to a variable -range size board or vice

versa.

(4) Directors shall be elected at the first annual shareholders' meeting and at each

annual meeting thereafter unless their terms are staggered under KRS 271B.8-060.

(5) Every director of a corporation, by acceptance of election or appointment as a

director, including by service, shall be deemed to have consented to the jurisdiction

of the courts of the Commonwealth of Kentucky for any action by, in the name of,

or on behalf of the corporation.