Guam § 12109 - Board of Directors.

§ 12109. Board of Directors.

The business and affairs of the corporation shall be managed and

conducted by a board of directors, a president, a vice-president, a secretary,

a treasurer and such other officers and such agents as the corporation by its

bylaws shall authorize. The board of directors shall consist of such number

not less than three (3) nor more than eleven (11), as shall be determined in

the first instance by the incorporators and thereafter annually by the

members and the stockholders of the corporation. The board of directors

may exercise all the powers of the corporation except such as are conferred

by law or by the bylaws of the corporation upon the stockholders or mem-

bers and shall choose and appoint all the agents and officer of the

corporation and fill all vacancies except vacancies in the office of director,

which shall be filled as hereinafter provided. The board of directors shall be

elected in the first instance by the incorporators and thereafter at the annual

meeting, which annual meeting shall be held during the month of January

or, if no annual meeting shall be held in the year of incorporation, then

within ninety (90) days after the approval of the articles of incorporation at

a special meeting as hereinafter provided. At each annual meeting, or at

each special meeting held as provided in this section, the members of the

corporation shall elect two-thirds (2/3) of the board of directors, and the

stockholders shall elect the remaining directors. The directors shall hold

office until the next annual meeting of the corporation or special meeting

held in lieu of the annual meeting after the election 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.

COL 03072011

18 GCA BUSINESS S TRUCTURE & FUNCTION

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.