PART 1. BOARD OF DIRECTORS.
§31D-8-801. Requirement for and duties of board of directors.
(a) Except as provided in section seven hundred thirty-two, article seven of this chapter, each corporation must have a board of directors.

(b) All corporate powers are to be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors subject to any limitation set forth in the articles of incorporation or in an agreement authorized under section seven hundred thirty-two, article seven of this chapter.