(a) Except as provided in Article 2A of this Act, each corporation shall have a board of directors and the business and affairs of the corporation shall be managed by or under the direction of the board of directors. (b) The articles of incorporation or by-laws may prescribe qualifications for directors. A director need not be a resident of this State or a shareholder of the corporation unless the articles of incorporation or by-laws so prescribe. (c) Unless otherwise provided in the articles of incorporation or by-laws, the board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, 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 8.60.
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