(a) The powers of the corporation shall be vested in and exercised by the board of directors. Notwithstanding subsection (a) of § 1-121, until the appointment of five directors, a majority of the ex-officio directors then in office or their deputy or member of their staff designated to represent them as a member may take such action, including, without limitation, the adoption of interim bylaws, and approval of the transfer of lottery operations contemplated under § 12-808, as is necessary to organize the corporation. From and after the five or more directors, including ex-officio directors, have been seated a majority of the directors of the board then seated shall constitute a quorum. The affirmative vote of a majority of the directors present at a meeting of the board at which a quorum is present shall be necessary and sufficient for any action taken by the board. No vacancy in the membership of the board shall impair the right of a quorum to exercise all the rights and perform all the duties of the board. Any action taken by the board may be authorized by resolution at any regular or special meeting and shall take effect immediately unless otherwise provided in the resolution. Following the initial seating of five or more directors, the board shall have the power, from time to time, to ratify, adopt, amend and repeal bylaws for the conduct of its affairs. Notice of any regular meeting shall be given to directors as set forth in the bylaws of the corporation.

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(b) The board may delegate to three or more of the directors powers and duties as it deems proper. The board shall establish such committees, subcommittees or other entities as it deems necessary to further the purposes of the corporation including, but not limited to, an executive committee and a finance committee.