(a) The certificate of incorporation or bylaws may specify the terms of directors. If a term is not specified in the certificate of incorporation or bylaws, the term of a director is one year. (b) A decrease in the number of directors or term of office does not shorten an incumbent director’s term. (c) Except as provided in the certificate of incorporation or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling. (d) Despite the expiration of a director’s term, the director continues to serve until the director’s successor is elected, appointed, or designated and until the director’s successor takes office unless otherwise provided in the certificate of incorporation or bylaws or there is a decrease in the number of directors.
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