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279.080 Board of directors and officers.
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Each corporation formed under this chapter shall have a board of directors of
not less than five (5) members, which shall be the governing body of the
corporation. Unless otherwise provided in the articles of incorporation, directors
need not be members of the corporation. The directors, other than those
named in the articles of incorporation, shall be elected annually or as provided
for in the bylaws, but no director shall be elected for a longer term than four (4)
years. The directors shall be elected in a manner to insure secrecy and
anonymity of ballots cast, provided the result of such election is determined by
ballot vote. The directors shall receive such compensation and reimbursement
of expenses as the bylaws provide. When a vacancy on the board of directors
occurs other than by expiration of a term, the remaining members of the board,
by a majority vote, shall fill the vacancy for the remainder of the term by
appointment, unless the bylaws otherwise provide.
Subject to the provisions of the articles of incorporation and the bylaws, the
board of directors may adopt rules and regulations governing the procedure of
the board and the operations of the corporation, and shall manage and conduct
the business and affairs of the corporation.
The officers of a corporation shall consist of a president, a secretary, and a
treasurer, each of whom shall be elected by the board of directors at such time
and in such manner as may be prescribed by the bylaws. Such other officers
and assistant officers and agents as may be deemed necessary may be
elected or appointed by the board of directors or chosen in such other manner
as may be prescribed by the bylaws. Any two (2) or more offices may be held
by the same person, except that the offices of the president and secretary may
not be held by the same person. All officers and agents of the corporation, as
between themselves and the corporation, shall have such authority and
perform such duties in the management of the corporation as may be provided
in the bylaws, or as may be determined by resolution of the board of directors
not inconsistent with the bylaws.
Every officer, employee, or agent handling funds, securities, or negotiable
instruments of or for any corporation created under this chapter shall be
required to execute an adequate bond for the faithful performance of his duties
in an amount and with security approved by the board.
Effective:June 24, 2003
History: Amended 2003 Ky. Acts ch. 130, sec. 1, effective June 24, 2003. -Amended 1982 Ky. Acts ch. 140, sec. 1, effective July 15, 1982. -- Amended
1974 Ky. Acts ch. 38, sec. 6, effective June 21, 1974. -- Recodified 1942 Ky.
Acts ch. 208, sec. 1, effective October 1, 1942, from Ky. Stat. secs. 883j-12,
883j-13, 883j-14.
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