8.10.150 Election not to have a board of directors.
(a) A corporation formed under this Code may operate without a board of directors if expressly stated in the articles of incorporation.
(b) For whatever term the corporation elects to operate without a board of directors:
(1) All corporate powers shall be exercised by, or under the authority of, the shareholders; and
(2) All business affairs of the corporation shall be managed at the direction of the shareholders; and
(3) All powers and duties conferred, or imposed, upon the board of directors by this Code shall be exercised by the shareholders; and
(4) Liability that would otherwise be imposed on the directors shall be imposed on shareholders by virtue of any act or omission only where the shareholders were entitled to vote on the action; and
(5) Any requirement that an instrument filed with any government agency contain a statement that a specified action has been taken by the board of directors shall be satisfied by a statement that the corporation is formed under the Yurok Tribe Business Corporations Code; that the corporation does not have a board of directors; and that the action was duly approved by the shareholders in compliance with the Code; and
(6) The shareholders may appoint, by resolution, one or more shareholders to sign any documents as “designated directors”;
(7) Unless otherwise provided in the articles of incorporation, any action requiring director approval, or both director and shareholder approval, shall be sufficiently authorized by shareholder approval alone; and any action otherwise requiring the vote of a majority of the board of directors shall require the affirmative vote of the holders of a majority of voting shares, or the majority of shares within a class entitled to vote thereon.
(c) Any amendment to the articles of incorporation must be approved by the holders of all shares of the corporation, whether or not they are otherwise entitled to vote thereon; or by all the subscribers to such shares; or by the incorporators. Any amendment to the articles of incorporation proposing to delete the election to operate without a board of directors must be approved by the affirmative vote of the holders of all of the shares of the corporation, whether or not they are otherwise entitled to vote thereon. [Ord. 18 Part II § 15, adopted, 10/7/2008.]