{"data":{"id":"us-ky/krs-155.130","jurisdiction":"us-ky","citation":"KRS 155.130","heading":"Board of directors -- Functions -- Composition -- Freedom from liability.","body":"(1) The business and affairs of the corporation shall be managed and conducted by a\nboard of directors, a president and treasurer, and such other officers and such agents\nas the corporation by its bylaws shall authorize. The board of directors shall consis t\nof such number, not less than fifteen (15) nor more than thirty (30), as shall be\ndetermined in the first instance by the incorporators and thereafter annually by the\nmembers and the stockholders of the corporation.\n(2) The board of directors may exercise all the powers of the corporation except such as\nare conferred by law or by the bylaws of the corporation upon the stockholders or\nmembers and shall choose and appoint all the agents and officers of the corporation\nand fill all vacancies, except vacancies in the office of director, which shall be filled\nas hereinafter provided.\n(3) The board of directors shall be elected in the first instance by the incorporators and\nthereafter at each annual meeting of the corporation, or if no annual meeting is held\nin any year at the time fixed by the bylaws, at a special meeting held in lieu of the\nannual meeting. At each annual meeting, or at each special meeting held in lieu of\nthe annual meeting, the members of the corporation shall elect two -thirds (2/3) of\nthe board of directors and the stockholders shall elect the remaining directors. The\ndirectors shall hold office until the next annual meeting of the corporation or special\nmeeting held in lieu of the annual meeting after their election and until their\nsuccessors are elected and qualified unless sooner removed in accordance with the\nprovisions of the bylaws. Any vacancy in the office of a director elected by the\nmembers shall be filled by the directors elected by the members, and any vacancy in\nthe office of a d irector elected by the stockholders shall be filled by the directors\nelected by the stockholders.\n(4) Directors and officers shall not be responsible for losses unless the same shall have\nbeen occasioned by the willful misconduct of such directors and officers.","path":["KRS Chapter 155"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=3066","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:50:58Z","sha256":"f4643296c93b7d2048daa091130867acb77fda6d99197721fde5fec5b68476b4","source_id":"us-ky","stale":false,"prev":"us-ky/krs-155.120","next":"us-ky/krs-155.140"},"notice":"GroundRules: Original legal text. Not legal advice."}