§ 55‑8‑01. Requirement for and duties of board of directors.
(a) Except as providedin subsection (c), each corporation must have a board of directors.
(b) All corporatepowers shall be exercised by or under the authority of, and the business andaffairs of the corporation managed by or under the direction of, its board ofdirectors, except as otherwise provided in the articles of incorporation or inan agreement valid under G.S. 55‑7‑31(b).
(c) A corporation maydispense with or limit the authority of a board of directors by describing inits articles of incorporation or in an agreement valid under G.S. 55‑7‑31(b)who will perform some or all of the duties of a board of directors; but no suchlimitation upon the authority which the board of directors would otherwise haveshall be effective against other persons without actual knowledge of suchlimitation.
(d) To the extent thearticles of incorporation or an agreement valid under G.S. 55‑7‑31(b)vests authority of the board of directors in an individual or group other thanthe board of directors, such individual or group in the exercise of suchauthority shall be deemed to be acting as the board of directors for allpurposes of this Chapter. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2005‑268,s. 6.)
§ 55‑8‑01. Requirement for and duties of board of directors.
(a) Except as providedin subsection (c), each corporation must have a board of directors.
(b) All corporatepowers shall be exercised by or under the authority of, and the business andaffairs of the corporation managed by or under the direction of, its board ofdirectors, except as otherwise provided in the articles of incorporation or inan agreement valid under G.S. 55‑7‑31(b).
(c) A corporation maydispense with or limit the authority of a board of directors by describing inits articles of incorporation or in an agreement valid under G.S. 55‑7‑31(b)who will perform some or all of the duties of a board of directors; but no suchlimitation upon the authority which the board of directors would otherwise haveshall be effective against other persons without actual knowledge of suchlimitation.
(d) To the extent thearticles of incorporation or an agreement valid under G.S. 55‑7‑31(b)vests authority of the board of directors in an individual or group other thanthe board of directors, such individual or group in the exercise of suchauthority shall be deemed to be acting as the board of directors for allpurposes of this Chapter. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2005‑268,s. 6.)
§ 55‑8‑01. Requirement for and duties of board of directors.
(a) Except as providedin subsection (c), each corporation must have a board of directors.
(b) All corporatepowers shall be exercised by or under the authority of, and the business andaffairs of the corporation managed by or under the direction of, its board ofdirectors, except as otherwise provided in the articles of incorporation or inan agreement valid under G.S. 55‑7‑31(b).
(c) A corporation maydispense with or limit the authority of a board of directors by describing inits articles of incorporation or in an agreement valid under G.S. 55‑7‑31(b)who will perform some or all of the duties of a board of directors; but no suchlimitation upon the authority which the board of directors would otherwise haveshall be effective against other persons without actual knowledge of suchlimitation.
(d) To the extent thearticles of incorporation or an agreement valid under G.S. 55‑7‑31(b)vests authority of the board of directors in an individual or group other thanthe board of directors, such individual or group in the exercise of suchauthority shall be deemed to be acting as the board of directors for allpurposes of this Chapter. (1955, c. 1371, s. 1; 1989, c. 265, s. 1; 2005‑268,s. 6.)
