Section 8.01. REQUIREMENT FOR AND DUTIES OF BOARD OF DIRECTORS

(a) Except as provided in section 7.32, each corporation shall have a board of directors.

(b) All corporate power shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors, subject to any limitation set forth in the articles of organization or in an agreement authorized under section 7.32.