I’ve noticed that the drafters of corporate laws seemed to have overlooked the mortality of directors.  Section 141(b) of the Delaware General Corporation Law, for example, prescribes the term of directors as follows:

Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal.

Nevada similarly provides in NRS 78.330(1):

“Unless otherwise provided in the articles of incorporation or bylaws, each director holds office after the expiration of his or her term until a successor is elected and qualified, or until the director resigns or is removed.”

If you find the idea of a deathless director to be risible, consider Jeremy Bentham.  After he “shuffled off this mortal coil”, his skeleton, hair, clothes and a wax head were used to create an “auto-icon”.  The auto-icon was placed in a wooden box that is on display at the end of the South Cloisters of the University College London.  On the centennial and sesquicentennial of the College, the auto-icon was taken to the meetings of the College Council.  The minutes of these meetings are said to reflect Mr. Bentham’s attendance as “present, but not voting”.

You may want to keep Jeremy Bentham in mind when drafting charter provisions prescribing the term of office of directors.

Memento Mori!

The above is a photograph that I took of a fantastic mosaic found in Pompeii (it now hangs in a museum in Naples).  Death (the skull) hangs below a libella (level) above the soul (the butterfly) and fortune (the wheel). The libella is balanced between wealth (on the left) and poverty (on the right).