All corporate powers shall be exercised by or under authority of, and the activities and affairs of a nonprofit corporation shall be managed by or under the direction and subject to the oversight of, the board of directors except as may be otherwise provided in this chapter or the certificate of incorporation. If the certificate of incorporation provides that some of the corporate powers are to be exercised by or under the authority of, or some of the activities and affairs of the nonprofit corporation are to be managed by or under the authority of, a person or group of persons other than the board of directors, then the powers and duties conferred or imposed upon the board of directors by this chapter with respect to those corporate powers, activities and affairs shall be exercised and performed by that person or group of persons as provided in the certificate of incorporation.
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