Section 23-17-12-1 - Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers(a) A corporation must have a board of directors.(b) Except as otherwise provided in this article:(1) corporate powers shall be exercised by or under the authority of; and(2) the business and affairs of the corporation managed under the direction of; the corporation's board of directors.
(c) Articles of incorporation may authorize a person or a group of persons or the manner of designating a person or a group of persons to exercise some or all of the powers that would otherwise be exercised by a board of directors. To the extent authorized: (1) the person or group of persons has the duties and responsibilities of the directors;(2) the directors are relieved to that extent from the duties and responsibilities; and(3) the person or group of persons should be considered a director or directors for purposes of IC 23-17-13 and IC 23-17-16.As added by P.L. 179-1991, SEC.1. Amended by P.L. 96-1993, SEC.8.