Section 181.0801. Requirement for and duties of board.

 

(1)   Board required. A corporation shall have a board.

(2)   Powers of board. Except as provided in this chapter or sub. (3) , all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.

(3)   Delegation.

(a) The articles of incorporation or bylaws approved by the members, if any, may authorize a person to exercise some or all of the powers which would otherwise be exercised by a board. To the extent so authorized such a person shall have the duties and responsibilities of the board, and the directors shall be relieved to that extent from such duties and responsibilities.

(b) A person is not a member of the board solely because of powers delegated to that person under par. (a) .

1997 a. 79 .