KRS 271B.8-050: Terms of directors generally.

(1) The terms of the initial directors of a corporation shall expire at the first

shareholders' meeting at which directors are elected.

(2) The terms of all other directors shall expire at the next annual shareholders' meeting

following their election unless their terms are staggered under KRS 271B.8-060.

(3) A decrease in the number of directors shall not shorten an incumbent director's

term.

(4) For a corporation the directors of which are divided into groups under KRS 271B.8-

060, any director filling a vacancy under KRS 271B.8-100 shall hold office until the

next election of the group in which the director is filling the vacancy, and until his

or her successor shall be elected and qualified.

(5) Despite the expiration of a director's term, he shall continue t o serve until his

successor is elected and qualifies or until there is a decrease in the number of

directors.