part VIII.  DIRECTORS AND OFFICERS

     [§414D-131]  Requirement for and duties of the board.  (a)  Each corporation shall have a board of directors.

     (b)  Except as provided in this chapter or subsection (c), all corporate powers shall be exercised by or under the authority of its board including the management of the corporation's affairs.

     (c)  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. [L 2001, c 105, pt of §1]