Classified Board of Directors. The directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation pursuant to the terms of this Certificate of Incorporation or any resolution or resolutions providing for the issuance of any such series of stock adopted by the Board of Directors, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. The initial Class I Directors shall serve for a term expiring at the first annual meeting of stockholders of the Corporation following the adoption of this amendment of this Certificate; the initial Class II Directors shall serve for a term expiring at the second annual meeting of stockholders following this amendment of this Certificate; and the initial Class III Directors shall serve for a term expiring at the third annual meeting of stockholders following the adoption of this amendment of this Certificate. Each director in each such class shall hold office until his or her successor is duly elected and qualified or until his earlier death, disability, resignation or removal. At each annual meeting of stockholders beginning with the first annual meeting of stockholders following the adoption of this amendment of this Certificate, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year following the year of their election, with each director in each such class to hold office until his or her successor is duly elected and qualified or until his earlier death, disability, resignation or removal."
Classified Board of Directors. The Board shall be classified as set forth in the Certificate of Incorporation. The members of each class shall hold office until their successors are elected and qualified or until their earlier resignation, retirement, removal or death. Any Director elected to fill a vacancy shall have the same remaining term as that of his or her predecessor.
Classified Board of Directors. Our board of directors is divided into three classes of directors serving staggered three-year terms, with the term of office of only one of the three classes expiring each year. A classified board of directors may render a change in control of us or removal of our incumbent management more difficult. This provision could delay for up to two years the replacement of a majority of our board of directors. We believe, however, that the longer time required to elect a majority of a classified board of directors helps to ensure the continuity and stability of our management and policies.
Classified Board of Directors. The directors shall be classified with respect to the time for which they shall severally hold office as follows:
Classified Board of Directors. The NVBancorp's Articles of Incorporation and Bylaws provide that the NVBancorp Board of Directors shall be divided into three classes of directors, each consisting of a number of directors equal as nearly as practicable to one-third the total number of directors, for so long as such Board consists of at least nine (9) authorized directors and, in the event that the total number of authorized directors on such Board is at least six (6) but less than nine (9), for classification of the Board of Directors into two classes, each consisting of a number of directors equal as nearly as practicable to one-half the total number of directors. Pursuant to the Bylaws, if the Board is divided into three classes, each class of directors would be subject to election every third year and would serve for a three-year term for so long as the Board remained classified into three classes, or would be subject to election every second year and would serve for a two-year term in the event the Board were classified into two classes. Pursuant to the Bylaws, effective at the 2004 Annual Meeting of Shareholders of North Valley Bancorp, the Board of Directors will be allocated into two classes with Class II elected for a term to expire at the 2005 Annual Meeting and Class III elected for a term to expire at the 2006 Annual Meeting. At the Effective Time of the Merger, the NVBancorp Board of Directors will re-establish the three classes of directors as follows: Class I Class II Class III ------------------- -------------------- ------------------ Royce L. Friesen William W. Cox Michaxx X. Xxxxxxx X.M. Wells, Jr. Thomas J. Ludden Xxx W. Xxxxxxxxxx XXB Second Directxx Xxxores M. Vellutinx Xxxxn D. Hartwick XXX Chairman At the 2005 NVBancorp Annual Meeting of Shareholders, Class I directors will be elected for a three-year term which would run until the 2008 Annual Meeting and Class II directors will be elected for a two year-term which would run until the 2007 Annual Meeting. At the 2006 Annual Meeting the Class III directors will be elected for a three-year term, which would run until the 2009 Annual Meeting. In all cases above, the term of a Director shall terminate upon the election and qualification of his or her successor. Commencing with the NVBancorp Annual Meeting of Shareholders scheduled to occur in 2007, only directors of the class whose term is expiring would be voted upon, and upon election each such director would serve for a three-year term and until their successors are...
Classified Board of Directors. Our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our Charter provides that the authorized number of directors may be changed only by resolution of the board of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of 66 2/3% of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.
Classified Board of Directors. Our Board of Directors currently is not classified. However, our Certificate of Incorporation and ourBy-laws provide that our Board of Directors will be classified with approximately one-third of the directors elected each year at such time as Cellectis no longer holds at least 50% of our then outstanding common stock. The number of directors will be fixed from time to time by a majority of the total number of directors that we would have at the time such number is fixed if there were no vacancies. The directors will be divided into three classes, designated class I, class II and class III. Each class will consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting will be elected for a three-year term and until their successors are duly elected and qualified. In addition, if the number of directors is changed, any increase or decrease will be apportioned by our Board of Directors among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause will hold office for a term that will coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director.
Classified Board of Directors. Our Certificate of Incorporation provides that our Board is divided into three classes, with the classes as nearly equal in number as possible and each class serving three-year staggered terms. The Board or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of our voting stock entitled to vote at an election of directors.
Classified Board of Directors. The directors shall be divided into three classes, which each class to be as nearly equal in number as reasonably possible, and with the initial term of office of the first class of directors to expire at the 1999 annual meeting of stockholders, the initial term of office of the second class of directors to expire at the 2000 annual meeting of stockholders and the initial term of office of the third class of directors to expire at the 2001 annual meeting of stockholders, in each case upon the election and qualification of their successors. Commencing with the 1999 annual meeting of stockholders, directors elected to succeed those directors whose terms have thereupon expired shall be
Classified Board of Directors. From and after the first date as of which any class of the Corporation's equity securities is traded on a national securities exchange or through the Nasdaq Stock Market's automated quotation system, the directors shall be classified, with respect to the time for which they severally hold office, into three classes (Class A, Class B and Class C), as nearly equal in number as possible, as determined by the Board of Directors, one class to hold office initially for a term expiring at the annual meeting of stockholders to be held in [1998], another class to hold office initially for a term expiring at the annual meeting of stockholders to be held in [1999] and another class to hold office for a term expiring at the annual meeting of stockholders to be held in [2000], with members of each class to hold office until whichever of the following occurs first: his or her successor is elected and qualified, his or her resignation, his or her removal from office by the stockholders or his or her death. At each annual meeting of stockholders of the Corporation, the successors to the class of directors whose term expires at the meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.
