279.080 Board of directors and officers.
415 words·~2 min read·
/ky/chapter-279/279-080A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)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.
(2)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.
(3)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.
(4)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.