(a) Each corporation must have a board of directors.
(b) Except as provided in this chapter or subsection (c) of this Code section, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board.
(c) No limitation upon the authority of the directors, whether contained in the articles of incorporation or bylaws, shall be effective against persons, other than members and directors, who are without actual knowledge of the limitation.
(d) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.
Section: 14-3-801 14-3-802 14-3-803 14-3-804 14-3-805 14-3-806 14-3-807 14-3-808 14-3-809 14-3-810 14-3-811 14-3-812 14-3-813 NextLast modified: October 14, 2016