ModelBusinessCorporationAct—.PDFVIP

Appendix H Model Business Corporation Act— Chapter 8: Directors and Officers1 Subchapter A. BOARD OF DIRECTORS §8.01. REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS (a) Except as provided in section 7.32, each corporation must have a board of directors. (b) All corporate powers shall 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 incor- poration or in an agreement authorized under section 7.32. §8.02. QUALIFICATIONS OF DIRECTORS The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. 1Adopted by the Committee on Corporate Laws of the Section of Business Law with the support of the American Bar Foundation (Chicago: ABA, 1994). The material contained in this text excludes the of- ficial comments and statutory cross-references revised through 1998 as well as Subchapter D, Offi- cers, Subchapter E, Indemnification, and Subchapter F, Directors’ Conflicting Interest Transactions. For an expanded discussion, see The Report of the American Bar Association Task Force on Corporate Responsibility, March 31, 2003, at /buslaw/corporateresponsibility/home/html (the Task Force website). 490 Model Business Corporation Act—Chapter 8: Directors and Officers 491 §8.03. NUMBER AND ELECTION OF DIRECTORS (a) A board of directors must consist of one or more individuals, with the num- ber specified in or fixed in accordance with the articles of incorporation or bylaws. (b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of di- rectors last approved by the sh