§ 7004. Classification of directors. 1. The board of directors of any
bank or trust company, stock-form savings bank, or stock-form savings
and loan association may be classified into three classes as nearly
equal as may be, with the terms of office of one class expiring each
year, and such corporations may make provisions for such classification
in their by-laws.

2. In the case of corporations other than banks and trust companies,
stock-form savings banks, and stock-form savings and loan associations:

(a) The organization certificate or the specific provisions of a
by-law adopted by the stockholders may provide that the directors be
divided into either two, three or four classes. All classes shall be as
nearly equal in number as possible, and no class shall include less than
three directors. The terms of office of the directors initially
classified shall be as follows: that of the first class shall expire at
the next annual meeting of stockholders, the second class at the second
succeeding annual meeting, the third class, if any, at the third
succeeding annual meeting, and the fourth class, if any, at the fourth
succeeding annual meeting.

(b) At each annual meeting after such initial classification,
directors to replace those whose terms expire at such annual meeting
shall be elected to hold office until the second succeeding annual
meeting if there are two classes, the third succeeding annual meeting if
there are three classes, or the fourth succeeding annual meeting if
there are four classes.

(c) If directors are classified and the number of directors is
thereafter changed:

(1) Any newly created directorships or any decrease in directorships
shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible.

(2) When the number of directors is increased by the board and any
newly created directorships are filled by the board, there shall be no
classification of the additional directors until the next annual meeting
of stockholders.