{"data":{"id":"us-ky/krs-279.080","jurisdiction":"us-ky","citation":"KRS 279.080","heading":"Board of directors and officers.","body":"(1) Each corporation formed under this chapter shall have a board of directors of not\nless than five (5) members, which shall be the governing body of the corporation.\nUnless otherwise provided in the articles of incorporation, directors need not be\nmembers of the corporation. The directors, other than those named in the articles of\nincorporation, shall be elected annually or as provided for in the bylaws, but no\ndirector shall be elected for a longer term than four (4) years. The directors shall be\nelected in a manner to insure secrecy and anonymity of ballots cast, provided the\nresult of such election is determined by ballot vote. The directors shall receive such\ncompensation and reimbursement of expenses as the bylaws provide. When a\nvacancy on the board of d irectors occurs other than by expiration of a term, the\nremaining members of the board, by a majority vote, shall fill the vacancy for the\nremainder of the term by appointment, unless the bylaws otherwise provide.\n(2) Subject to the provisions of the artic les of incorporation and the bylaws, the board\nof directors may adopt rules and regulations governing the procedure of the board\nand the operations of the corporation, and shall manage and conduct the business\nand affairs of the corporation.\n(3) The officers of a corporation shall consist of a president, a secretary, and a treasurer,\neach of whom shall be elected by the board of directors at such time and in such\nmanner as may be prescribed by the bylaws. Such other officers and assistant\nofficers and agents as may be deemed necessary may be elected or appointed by the\nboard of directors or chosen in such other manner as may be prescribed by the\nbylaws. Any two (2) or more offices may be held by the same person, except that\nthe offices of the president and s ecretary may not be held by the same person. All\nofficers and agents of the corporation, as between themselves and the corporation,\nshall have such authority and perform such duties in the management of the\ncorporation as may be provided in the bylaws, or as may be determined by\nresolution of the board of directors not inconsistent with the bylaws.\n(4) Every officer, employee, or agent handling funds, securities, or negotiable\ninstruments of or for any corporation created under this chapter shall be require d to\nexecute an adequate bond for the faithful performance of his duties in an amount\nand with security approved by the board.","path":["KRS Chapter 279"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=14190","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:31Z","sha256":"bc0ffc22a45662b48672df61b10bb85dfafc1d3c2d972d5a2fe36c5efeecc5f4","source_id":"us-ky","stale":false,"prev":"us-ky/krs-279.070","next":"us-ky/krs-279.090"},"notice":"GroundRules: Original legal text. Not legal advice."}