§ 2304 Director Number Amendment Rules

• •Existing companies with a mismatch in director numbers stay under the old law until they file an amendment.
• •The amendment must be filed according to Section 2302.
• •Any change to the number of directors, the max/min limits, or switching between a fixed and variable board must be approved by the outstanding shares (shareholders).

A corporation created before the new law says in its articles that it should have 5 directors, but its bylaws say it can have 7. The company wants to follow the bylaws and have 7 directors.

Because the articles and bylaws don’t match, the old rule (not the new one) still controls. The company must first file an amendment to its articles to change the director count, and that change must be voted on and approved by the shareholders.