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155.130 Board of directors -- Functions -- Composition -- Freedom from
liability.
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The business and affairs of the corporation shall be managed and conducted
by a board of directors, a president and treasurer, and such other officers and
such agents as the corporation by its bylaws shall authorize. The board of
directors shall consist of such number, not less than fifteen (15) nor more than
thirty (30), as shall be determined in the first instance by the incorporators and
thereafter annually by the members and the stockholders of the corporation.
The board of directors may exercise all the powers of the corporation except
such as are conferred by law or by the bylaws of the corporation upon the
stockholders or members and shall choose and appoint all the agents and
officers of the corporation and fill all vacancies, except vacancies in the office
of director, which shall be filled as hereinafter provided.
The board of directors shall be elected in the first instance by the incorporators
and thereafter at each annual meeting of the corporation, or if no annual
meeting is held in any year at the time fixed by the bylaws, at a special meeting
held in lieu of the annual meeting. At each annual meeting, or at each special
meeting held in lieu of the annual meeting, the members of the corporation
shall elect two-thirds (2/3) of the board of directors and the stockholders shall
elect the remaining directors. The directors shall hold office until the next
annual meeting of the corporation or special meeting held in lieu of the annual
meeting after their election and until their successors are elected and qualified
unless sooner removed in accordance with the provisions of the bylaws. Any
vacancy in the office of a director elected by the members shall be filled by the
directors elected by the members, and any vacancy in the office of a director
elected by the stockholders shall be filled by the directors elected by the
stockholders.
Directors and officers shall not be responsible for losses unless the same shall
have been occasioned by the willful misconduct of such directors and officers.
History: Amended 1962 Ky. Acts ch. 197, sec. 2. -- Created 1960 Ky. Acts ch. 73,
sec. 13.
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