(a) The certificate of incorporation or, subject to the provisions of subsection (b) of this section, the bylaws, may provide for staggering the terms of directors, other than ex-officio directors, by dividing the total number of directors, other than ex-officio directors, into up to five groups, with each group containing approximately the same percentage of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual meeting of members or, in the case of a corporation without members entitled to vote for directors, at the first annual meeting of the board of directors, after their election, the terms of the second group expire at the second such annual meeting of members or directors after their election, the terms of the third group, if any, expire at the third such annual meeting of members or directors after their election, the terms of the fourth group, if any, expire at the fourth such annual meeting of members or directors after their election, and the terms of the fifth group, if any, expire at the fifth such annual meeting of members or directors after their election. At each such annual meeting thereafter, directors shall be chosen for a term of two years, three years, four years or five years, as the case may be, to succeed those whose terms expire.

(b) If the corporation has members entitled to vote on the adoption, amendment or repeal of its bylaws, any bylaw providing for staggering the terms of directors shall require the approval of such members, either before, on or after July 1, 2003, by the same vote of such members as would be necessary to amend such bylaws.