1. (a) A corporation must have a board of directors.

2. (b) Except as otherwise provided in this article:

   1. (1) corporate powers shall be exercised by or under the authority of; and

   2. (2) the business and affairs of the corporation managed under the direction of;

      the corporation's board of directors.

3. (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. (1) the person or group of persons has the duties and responsibilities of the directors;
   2. (2) the directors are relieved to that extent from the duties and responsibilities; and
   3. (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.