(a) The management of a professional corporation shall be vested in the board of directors which shall have the continuing exclusive authority to make the management decisions necessary to the conduct of the profession for which the professional corporation is formed. The officers of the corporation, who shall be elected by the board of directors, have such power and authority to represent the board as the board from time to time expressly or impliedly grants. A shareholder does not have power to bind the corporation within the scope of the corporation's activities merely by virtue of being a shareholder. (b) A professional corporation that has only one or two shareholders may manage its affairs by directors only, who shall be the shareholders. The one or two shareholders may fill all the general offices of the corporation.
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