KRS 279.080: Board of directors and officers.

(1) Each corporation formed under this chapter shall have a board of directors of not

less than five (5) members, which shall be the governing body of the corporation.

Unless otherwise provided in the articles of incorporation, directors need not be

members of the corporation. The directors, other than those named in the articles of

incorporation, shall be elected annually or as provided for in the bylaws, but no

director shall be elected for a longer term than four (4) years. The directors shall be

elected in a manner to insure secrecy and anonymity of ballots cast, provided the

result of such election is determined by ballot vote. The directors shall receive such

compensation and reimbursement of expenses as the bylaws provide. When a

vacancy on the board of d irectors occurs other than by expiration of a term, the

remaining members of the board, by a majority vote, shall fill the vacancy for the

remainder of the term by appointment, unless the bylaws otherwise provide.

(2) Subject to the provisions of the artic les of incorporation and the bylaws, the board

of directors may adopt rules and regulations governing the procedure of the board

and the operations of the corporation, and shall manage and conduct the business

and affairs of the corporation.

(3) The officers of a corporation shall consist of a president, a secretary, and a treasurer,

each of whom shall be elected by the board of directors at such time and in such

manner as may be prescribed by the bylaws. Such other officers and assistant

officers and agents as may be deemed necessary may be elected or appointed by the

board of directors or chosen in such other manner as may be prescribed by the

bylaws. Any two (2) or more offices may be held by the same person, except that

the offices of the president and s ecretary may not be held by the same person. All

officers and agents of the corporation, as between themselves and the corporation,

shall have such authority and perform such duties in the management of the

corporation as may be provided in the bylaws, or as may be determined by

resolution of the board of directors not inconsistent with the bylaws.

(4) Every officer, employee, or agent handling funds, securities, or negotiable

instruments of or for any corporation created under this chapter shall be require d to

execute an adequate bond for the faithful performance of his duties in an amount

and with security approved by the board.