§ 704. Classification of directors.

(a) The certificate of incorporation or a by-law may provide that
directors elected or appointed at large shall be divided into either
two, three, four or five classes for the purpose of staggering their
terms of office and that all or some of the directors elected or
appointed otherwise than at large shall be divided into the same or a
different number of classes, not exceeding five, for the same purpose.
All classes of each type shall be as nearly equal in number as possible
and, if provision has been made for cumulative voting under section 617
(Cumulative voting), no class shall include less than three directors.

(b) 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 members if there be members, or of the board if there be no
members, the second class at the second succeeding annual meeting, the
third class, if any, at the third succeeding annual meeting, the fourth
class, if any, at the fourth succeeding annual meeting and the fifth
class, if any, at the fifth succeeding annual meeting. After such
initial classification, directors to replace those whose terms expire at
each annual meeting shall be elected or appointed at such meeting to
hold office for a full term in accordance with such classification.

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

(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) If newly created directorships are filled by the board in a
corporation having members, there shall be no classification of the
additional directors until the next annual meeting of members.