A. Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this Section, alter the vote specified in R.S. 12:1-728(A), or provide for cumulative voting, a public corporation may elect in its bylaws to provide a means for a shareholder to vote against the election of an individual to serve as a director and, notwithstanding a director's election by plurality vote, to limit the term or require the resignation of any director who receives more votes against than for his or her election. B. The expiration of a limited term, or the resignation of a director, pursuant to a bylaw authorized by this Section creates a vacancy that is governed by R.S. 12:1-810. C. A bylaw authorized by this Section may be repealed by either of the following: (1) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides. (2) If adopted by the board of directors, by the board of directors or the shareholders.
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