Indiana Code
Chapter 12. Directors
23-17-12-1. Necessity of Having Board of Directors; Exercise of Corporate Powers; Management of Corporate Business; Delegation of Powers

Sec. 1. (a) A corporation must have a board of directors.
(b) Except as otherwise provided in this article:
(1) corporate powers shall be exercised by or under the authority of; and
(2) the business and affairs of the corporation managed under the direction of;
the corporation's board of directors.
(c) Articles of incorporation may authorize a person or a group of persons or the manner of designating a person or a group of persons to exercise some or all of the powers that would otherwise be exercised by a board of directors. To the extent authorized:
(1) the person or group of persons has the duties and responsibilities of the directors;
(2) the directors are relieved to that extent from the duties and responsibilities; and
(3) the person or group of persons should be considered a director or directors for purposes of IC 23-17-13 and IC 23-17-16.
As added by P.L.179-1991, SEC.1. Amended by P.L.96-1993, SEC.8.

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