KRS 155.130: Board of directors -- Functions -- Composition -- Freedom from liability.

(1) The business and affairs of the corporation shall be managed and conducted by a

board of directors, a president and treasurer, and such other officers and such agents

as the corporation by its bylaws shall authorize. The board of directors shall consis t

of such number, not less than fifteen (15) nor more than thirty (30), as shall be

determined in the first instance by the incorporators and thereafter annually by the

members and the stockholders of the corporation.

(2) The board of directors may exercise all the powers of the corporation except such as

are conferred by law or by the bylaws of the corporation upon the stockholders or

members 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 shall be filled

as hereinafter provided.

(3) The board of directors shall be elected in the first instance by the incorporators and

thereafter at each annual meeting of the corporation, or if no annual meeting is held

in any year at the time fixed by the bylaws, at a special meeting held in lieu of the

annual meeting. At each annual meeting, or at each special meeting held in lieu of

the annual meeting, the members of the corporation shall elect two -thirds (2/3) of

the board of directors and the stockholders shall elect the remaining directors. The

directors shall hold office until the next annual meeting of the corporation or special

meeting held in lieu of the annual meeting after their election and until their

successors are elected and qualified unless sooner removed in accordance with the

provisions of the bylaws. Any vacancy in the office of a director elected by the

members shall be filled by the directors elected by the members, and any vacancy in

the office of a d irector elected by the stockholders shall be filled by the directors

elected by the stockholders.

(4) Directors and officers shall not be responsible for losses unless the same shall have

been occasioned by the willful misconduct of such directors and officers.