Pennsylvania Statutes Title 7 P.S. Banks and Banking § 1404. Term of office of directors or trustees; vacancies; classification of directors

(a) Term of office--Each trustee of a mutual savings bank shall, except as otherwise specifically provided in its articles, hold office until he resigns, is removed or becomes disqualified and each director of any other institution shall hold office until he resigns, is removed, becomes disqualified or until his successor shall have been duly elected and qualified. Directors shall be elected by the shareholders for a term of one year except as otherwise provided in this chapter or in the articles or the by-laws.

(b) Vacancies--Except as otherwise provided in the articles or by-laws, vacancies in the board of directors or trustees, including vacancies resulting from an increase in the number of directors, may be filled by the remaining members of the board even though less than a quorum. Each director so elected shall be a director until his successor is elected by the shareholders who shall make such election at the next annual meeting of shareholders or at any special meeting called for that purpose prior thereto, unless the by-laws or articles provide otherwise.

(c) Classification of directors--Directors may be classified, pursuant to a provision of the articles or by-laws, according to the time for which they shall severally hold office, except that the directors named in the articles shall serve only until the first annual meeting of shareholders. Each class shall be as nearly equal in number as possible, the term of office of at least one class shall expire in each year and the members of a class shall not be elected for a shorter period than one year or a longer period than four years. If directors of more than one class are to be elected at a meeting of shareholders by reason of a vacancy or otherwise, there shall be a separate election for each class of directors to be elected at the meeting.