(805 ILCS 105/108.05) (from Ch. 32, par. 108.05)

Sec. 108.05. Board of directors.

(a) Each corporation shall have a board of directors, and except as
provided in articles of incorporation, the affairs of the
corporation shall be managed by or under the direction of the board of
directors.

(b)  A director need not be a resident of this State or a member
of the corporation unless the articles of incorporation or bylaws so
prescribe.  The articles of incorporation or the bylaws may prescribe other
qualifications for directors.

(c) Unless otherwise provided in the articles of incorporation or
bylaws, the board of directors, by the affirmative vote of a majority of
the directors then in office, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise, notwithstanding the provisions of Section 108.60 of
this Act.

(d) No director may act by proxy on any matter.

(Source: P.A. 95-368, eff. 8-23-07; 96-649, eff. 1-1-10.)