Section 33-1080 - Requirements for and duties of board of directors(a) Each corporation shall have a board of directors.(b) All corporate powers shall be exercised by or under the authority of, and the activities, property and affairs of the corporation managed by or under the direction of, its board of directors, subject to any limitation set forth in the certificate of incorporation.Conn. Gen. Stat. § 33-1080
( P.A. 96-256, S. 56, 209.)