§ 702. Number of directors.

(a) The board of directors shall consist of one or more members. The
number of directors constituting the board may be fixed by the by-laws,
or by action of the shareholders or of the board under the specific
provisions of a by-law adopted by the shareholders. If not otherwise
fixed under this paragraph, the number shall be one. As used in this
article, "entire board" means the total number of directors which the
corporation would have if there were no vacancies.

(b) The number of directors may be increased or decreased by amendment
of the by-laws, or by action of the shareholders or of the board under
the specific provisions of a by-law adopted by the shareholders, subject
to the following limitations:

(1) If the board is authorized by the by-laws to change the number of
directors, whether by amending the by-laws or by taking action under the
specific provisions of a by-law adopted by the shareholders, such
amendment or action shall require the vote of a majority of the entire
board.

(2) No decrease shall shorten the term of any incumbent director.