77-5-223 - Powers of board of directors.
§ 77-5-223. Powers of board of directors.
The board shall have power to do all things necessary or convenient in conducting the business of a corporation, including, but not limited to:
(a) The power to adopt and amend by-laws for the management and regulation of the affairs of the corporation. The by-laws of a corporation may make provisions, not inconsistent with law or its certificate of incorporation, regulating the admission, withdrawal, suspension or expulsion of members; the transfer of membership; the fees and dues of members and the termination of memberships on nonpayment of dues or otherwise; the numbers, times and manner of choosing, qualifications, terms of office, official designations, powers, duties and compensation of its officers; defining a vacancy in the board or in any office and the manner of filling it; the number of members to constitute a quorum at meetings, the date of the annual meeting and the giving of notice thereof and the holding of special meetings and the giving of notice thereof; the terms and conditions upon which the corporation is to render service to its members, the disposition of the revenues and receipts of the corporation; regular and special meetings of the board and the giving of notice thereof; and such other matters as the board may deem appropriate or desirable.
(b) To appoint agents and employees and to fix their compensation and the compensation of the officers of the corporation.
(c) To execute all instruments.
(d) To delegate to one or more of the directors or to the officers, agents and employees of a corporation such powers and duties as it may deem proper.
(e) To make its own rules and regulations as to its procedure.
(f) To select an executive committee the members of which shall be users of energy supplied by the corporation, and a majority of which shall be members of the board of directors, and to delegate to said committee any or all of the powers granted to the board of directors in this article other than its powers to adopt and amend by-laws for the management and regulation of the affairs of the corporation.
Sources: Codes, 1942, § 5470; Laws, 1936, ch. 184.