10-3801. Requirement for and duties of
board


A. Each corporation shall have a board of directors.


B. All corporate powers shall be exercised by or under the authority of and the
affairs of the corporation shall be managed under the direction of its board of
directors, subject to any limitation set forth in the articles of incorporation.


C. The articles of incorporation may authorize one or more members, delegates or
other persons to exercise some or all of the powers which would otherwise be exercised by
a board. To the extent so authorized the authorized person or persons shall have the
duties and responsibilities of the directors, and the directors shall be relieved to that
extent from those duties and responsibilities.