§ 55A-8-01. Requirement for and duties of board.
Article8.
Directors and Officers.
Part 1. Board of Directors.
§ 55A‑8‑01. Requirement for and duties of board.
(a) Except as providedin subsection (c) of this section, each corporation shall have a board ofdirectors.
(b) All corporatepowers shall be exercised by or under the authority of, and the affairs of thecorporation managed under the direction of, its board of directors, except asotherwise provided in the articles of incorporation.
(c) A corporation maydispense with or limit the authority of a board of directors by describing inits articles of incorporation who will perform some or all of the duties of aboard of directors; but no such limitation upon the authority which the boardof directors would otherwise have shall be effective against other personswithout actual knowledge of such limitation.
(d) To the extent thearticles of incorporation vests authority of the board of directors in anindividual or group other than the board of directors, the individual or groupin the exercise of such authority shall be deemed to be acting as the board ofdirectors for all purposes of this Chapter. (1955, c. 1230; 1985 (Reg.Sess., 1986), c. 801, s. 18; 1993, c. 398, s. 1.)