The board has broad power to manage the corporation, including adopting bylaws, appointing agents and employees, executing instruments, delegating duties, and making procedural rules.
The board shall have power to do all things necessary or convenient in conducting the business of a corporation, including, but not limited to: (1)The power to adopt and amend bylaws for the management and regulation of the affairs of the corporation: Provided however, that the certificate of incorporation may reserve to the members of the corporation the power to amend the bylaws. The bylaws of a corporation may make provisions not inconsistent with law or its certificate of incorporation, regulating the admission, withdrawal, suspension or expulsion of members; the transfer of membership; the fees and dues of members and the termination of memberships on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications, terms of office, official designations, powers, duties, and compensations of its officers; defining a vacancy in the board or in any office and the manner of filling it; the number of members to constitute a quorum at meetings, the date of the annual meeting and the giving of notice thereof, and the holding of special meetings and the giving of notice thereof; the terms and conditions upon which the corporation is to render service to its members; the disposition of the revenues and receipts of the corporation; regular and special meetings of the board and the giving of notice thereof. (2)To appoint agents and employees and to fix their compensation and the compensation of the officers of the corporation. (3)To execute instruments. (4)To delegate to one or more of the directors or to the agents and employees of a corporation such powers and duties as it may deem proper. (5)To make its own rules and regulations as to its procedure. History: History.1935, c. 291, s. 9; 1941, c. 260.