Section 79-11-231 - Board of directors; persons authorized to exercise some or all of powers of board(1) Each corporation must have a board of directors.(2) Except as provided in Section 79-11-101 et seq. or subsection (3) of this section, all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.(3) The articles may authorize a person or persons to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized any such person or persons shall have the duties and responsibilities of the directors, and the directors shall be relieved to that extent from such duties and responsibilities.Laws, 1987, ch. 485, § 66, eff. 1/1/1988.