Kentucky Revised Statutes

Ky. Rev. Stat. § 271B.8-010 (2026)

Requirement for and duties of board of directors

✓ current as of May 2026

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(1) Except as provided in subsection (3) of this section, each corporation shall have a board of directors.

(2) 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 incorporation.

(3) A corporation having fifty (50) or fewer shareholders may dispense with or limit the authority of a board of directors by describing in its articles of incorporation who will perform some or all of the duties of a board of directors. Effective: January 1, 1989 History: Created 1988 Ky. Acts ch. 23, sec. 68, effective January 1, 1989.

Notes of Decisions

Cited in 2 cases, 1991–1999 · leading case: Allied Ready Mix Co. Ex Rel. Mattingly v. Allen, 994 S.W.2d 4 (Ky. Ct. App. 1999).

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Allied Ready Mix Co. Ex Rel. Mattingly v. Allen, 994 S.W.2d 4 (Ky. Ct. App. 1999). “8-010 directs that each corporation shall have a board of directors and that all corporate powers shall be exercised by or under the authority of and the business affairs of the corporation managed under the direction of its board of directors.”

United States v. WRW Corp., 778 F. Supp. 919 (E.D. Ky. 1991). “KRS 271B.8-010. However, WRW failed to observe these formalities of corporate *924 existence.”

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