§ 10-33-27 — Board

1. The activities and affairs of a corporation must be managed by or under the direction
of a board.
a. All directors are entitled to vote and have equal rights and preferences except as
otherwise provided in the articles or bylaws.
b. The members of the first board may be named in the articles, designated or
appointed pursuant to the articles, or elected by the incorporators under section
10-33-25.
2. No more than forty-nine percent of the individuals serving on the board of any
corporation may be financially interested individuals.
3. For the purposes of this section, "financially interested individuals" means:
a. Individuals who have received or are entitled to receive compensation, directly or
indirectly, from the corporation for services rendered to it within the previous
twelve months, whether as full-time or part-time employees, independent
contractors, consultants, or otherwise, excluding any reasonable payments made
to directors for serving as directors;
b. Any parent, child, child of a spouse, brother, or sister of that individual; or
c. The spouse of any individual described in subdivision a or b.

4. Failure to comply with the provisions of this section does not affect the validity or
enforceability of any transaction entered into by the corporation.