Officers and board of directors to manage corporation; number, powers, election and terms of directors; vacancies; responsibility for losses.
1. The business and affairs of the corporation must be managed and conducted by a board of directors, a president, a vice president, a secretary, a treasurer and such other officers and agents as the corporation by its bylaws may authorize. The board of directors must consist of a number not less than 9 nor more than 15 as may be determined in the first instance by the incorporators and after that annually by the stockholders of the corporation. The Director of the Department of Business and Industry and the Executive Director of the Commission on Economic Development shall serve ex officio as nonvoting directors, but without any liability as such, except for gross negligence or willful misconduct.
2. The board of directors may exercise all the powers of the corporation except those conferred by law or by the bylaws of the corporation upon the stockholders and shall choose and appoint all the agents and officers of the corporation and fill all vacancies except vacancies in the office of director, which must be filled as provided in this section.
3. The voting directors must be elected in the first instance by the incorporators and after that at least five directors must be elected by the members of the corporation and at least two directors must be elected by the stockholders at the annual meeting. The annual meeting must be held during the month of January or, if no annual meeting is held in the year of incorporation, then within 90 days after the approval of the articles of incorporation at a special meeting as provided in this chapter.
4. The voting directors shall hold office until the next annual meeting of the corporation or special meeting held in lieu of the annual meeting after the election and until their successors are elected and qualified, unless sooner removed in accordance with the provisions of the bylaws.
5. Any vacancy in the office of a voting director must be filled by the directors.
6. Directors and officers are not responsible for losses unless the losses have been occasioned by the willful misconduct of those directors and officers.
Last modified: February 26, 2006