35-14-801. Board of directors -- requirements -- functions. (1) Except as may be provided in an agreement authorized under 35-14-732, each corporation must have a board of directors.

(2) Except as may be provided in an agreement authorized under 35-14-732 and subject to any limitation in the articles of incorporation permitted by 35-14-202(2), all corporate powers must be exercised by or under the authority of the board of directors, and the business and affairs of the corporation must be managed by or under the direction of and subject to the oversight of the board of directors.