Section 10A-3-2.08

Governing authority; board of directors.

(a) All corporate powers shall be exercised by or under authority of, and the business and affairs of a nonprofit corporation shall be managed under the direction of a board of directors except as may be otherwise provided in this chapter or the certificate of formation. If any provision is made in the certificate of formation, the power and duties conferred or imposed upon the board of directors by this chapter shall be exercised or performed to the extent and by the governing authority as shall be provided in the certificate of formation. Directors shall be natural persons but need not be residents of Alabama unless the governing documents so require. The governing documents may prescribe other qualifications for directors. The board of directors shall have authority to fix the compensation of directors unless otherwise provided in the certificate of formation.

(b) The directors of the corporation shall not, as such, be liable for obligations of the corporation.

(Acts 1984, No. 84-290, p. 502, §19; §10-3A-34; amended and renumbered by Act 2009-513, p. 967, §171.)