§ 27-1-7-13 — Officers; secretary; duties; resignation; removal; contract rights

(a) A corporation has the officers described
in its bylaws. However, a corporation must have at least one (1) officer.
(b) An officer of a corporation may appoint one (1) or more officers
or assistant officers if authorized to do so by the bylaws or the board of
directors.
(c) The bylaws or the board of directors must delegate to one (1) of
the officers responsibility for preparing minutes of the directors' and
shareholders' meetings and for authenticating records of the
corporation, and that officer is the secretary for purposes of this article.
The same individual may simultaneously hold more than one (1) office
in the corporation.
(d) Each officer of a corporation has the authority and shall perform
the duties set forth in the bylaws, to the extent consistent with the
bylaws or, the duties prescribed by the board of directors or by
direction of an officer authorized by the board of directors to prescribe
the duties of other officers.
(e) An officer of a corporation may resign at any time by delivering
notice to the board of directors, its chairman, the secretary of the
corporation or, if the articles of incorporation or bylaws so provide, to
another designated officer. A resignation is effective when the notice
is delivered unless the notice specifies a later date. If a resignation is
made effective at a later date and the corporation accepts the future
effective date, its board of directors may fill the pending vacancy
before the effective date if the board of directors provides that the
successor does not take office until the effective date.
(f) The board of directors of a corporation may remove an officer of
the corporation at any time with or without cause. An officer who
appoints another officer or assistant officer may remove the appointed
officer or assistant officer at any time with or without cause.
(g) The election or appointment of an officer of a corporation does
not itself create contract rights.
(h) The removal of an officer of a corporation does not affect the
officer's contract rights, if any, with the corporation. An officer's
resignation does not affect the corporation's contract rights, if any, with
the officer.
Formerly: Acts 1935, c.162, s.91. As amended by P.L.266-1987,
SEC.5.