Indiana § 23-17-12-1 Necessity of having board of directors; exercise of corporate powers;
management of corporate business; delegation of powers

Indiana Statutes

§ 23-17-12-1 — Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers

Indiana § 23-17-12-1

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 17NONPROFIT CORPORATIONS

Ch. 12Directors

This text of Indiana § 23-17-12-1 (Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-17-12-1 (2026).

Text

(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 dir

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(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.