24.34
(1) The board has a fiduciary duty to act in the best interests of the corporation and must manage the affairs of the corporation or supervise the management of those affairs and
(a) may exercise the powers conferred on it under this Act,
(b) may exercise the powers of the corporation on behalf of the corporation, and
(c) must supervise the delegation of any of its powers or duties.
(2) The board may pass the resolutions or bylaws it considers necessary or advisable for the management and conduct of the affairs of the corporation and the exercise of the powers and duties of the board.
(3) Without limiting subsection (2) but subject to section 24.33, the board may pass resolutions or bylaws respecting the calling and holding of meetings of the directors and the procedures to be followed at the meetings.
(4) The board may establish committees of the board to assist the board.
(5) For the purposes of subsections (1) and (2), the board may, by resolution or bylaw, delegate any power or duty of the board or the corporation except
(a) the power to establish committees of the board,
(b) the power to pass resolutions or bylaws respecting the procedures to be followed at board meetings, and
(c) the power to delegate.