17-11-110. Board of directors.

(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyoming business council or other person designated by the council. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the articles of incorporation or the bylaws of the corporation upon the shareholders or members.

(b) The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, or if no annual meeting shall be held in the year of incorporation, then within ninety (90) days after the filing of the articles of incorporation at a special meeting to be called for such purpose. The directors shall hold office until the next annual meeting of the corporation and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.

(c) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.