15-2-122. ELECTION NOT TO HAVE A BOARD OF DIRECTORS.

1. A corporation formed under this Chapter may operate without a board of directors if the articles of incorporation contain a statement to that effect. While this statement is effective:
   1. All corporate powers shall be exercised by or under authority of and the business affairs of the corporation shall be managed under the direction of the shareholders of the corporation, and all powers and duties conferred or imposed upon the board of directors by this Chapter shall be exercised or performed by the shareholders.
   2. No liability that would otherwise be imposed on the directors shall be imposed on a shareholder by virtue of any act or failure to act unless the shareholder was entitled to vote on the action.
   3. Any requirement that an instrument filed with any governmental 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 this Chapter having no board of directors and that the action was duly approved by the shareholders.
   4. The shareholders by resolution may appoint one or more shareholders to sign any documents as “Designated Directors.”
   5. Unless the articles of incorporation otherwise provide, any action requiring director approval or both director and shareholder approval shall be sufficiently authorized by shareholder approval and any action otherwise requiring a vote of a majority or greater percentage of its board of directors shall require the affirmative vote of the holders of a majority, or such greater percentage, of the shares entitled to vote thereon.
2. Any amendment to the articles of incorporation to include the provisions authorized by subsection (a) must be approved by the holders of all the shares of the corporation whether nor not they are otherwise entitled to vote thereon, or all the subscribers to such shares, or the incorporators, as the case may be. Any amendments to the articles of incorporation to delete the election 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.