Necessity of having board of directors; exercise of corporate powers; management of corporate business; delegation of powers
Ind. Code § 23-17-12-1
in effectSec. 1. (a) A corporation must have a board of directors.
(b) Except as otherwise provided in this article:
(1) corporate powers shall be exercised by or under the authority of; and
(2) the business and affairs of the corporation managed under the direction of;
the corporation's board of directors.
(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) the person or group of persons has the duties and responsibilities of the directors;
(2) the directors are relieved to that extent from the duties and responsibilities; and
(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.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://iga.in.gov/laws/2026/ic/titles/23Fetched: 10/17/2026