KRS 271B.8-010: Requirement for and duties of board of directors.

(1) Except as provided in subsection (3) of this section, each corporation shall have a

board of directors.

(2) 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 of

directors, subject to any limitation set forth in the articles of incorporation.

(3) A corporation having fifty (50) or fewer shareholders may dispense with or limit the

authority of a board of directors by describing in its articles of inco rporation who

will perform some or all of the duties of a board of directors.