§ 17-19-801 — Requirement for and duties of board

(a) Each corporation shall have a board of directors.
(b) Except as provided in this act or subsection (c) 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.
(c) 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.