Ohio Code § 1105.01

§ 1105.01.

(A) Except where the Revised Code, the articles of incorporation, or the code of regulations

require action to be authorized or taken by shareholders or members, all of the authority

of a state bank shall be exercised by or under the direction of the bank's board of

directors.  The board of directors shall consist of not less than five directors. (B) Unless the articles of incorporation or the code of regulations provide for a different

term, which may not exceed three years from the date of the director's election and

until the director's successor is elected and qualified, each director shall hold

office until the next annual meeting of the shareholders or members and until the

director's successor is elected and qualified, or until the director's earlier resignation,

removal from office, or death. (C) The articles of incorporation or the code of regulations may provide for the classification

of directors into either two or three classes consisting of not less than two directors

each.  The terms of office of the several classes need not be uniform, except that no term

shall exceed the maximum time specified in division (B) of this section.