§ 28-13-12-1 — Officers; designation; terms; highest acting officer; dual officeholding

Indiana § 28-13-12-1

• Jurisdiction: Indiana
• Art. 13: CORPORATE GOVERNANCE
• Ch. 12: Officers Generally

Text

(a) The officers of a corporation must consist
of the following:
(1) A president and, if the president is not the highest acting
officer of the corporation, another officer designated by the
directors, regardless of the title of that officer, whose duties are
equivalent to those customarily performed by the highest acting
officer.
(2) One (1) or more officers whose duties are equivalent to those
customarily performed by a chief financial officer.
(3) An officer whose duties include preparing minutes of the
directors' and shareholders' meetings, authenticating records of
the corporation, and other duties customarily performed by a
secretary.
(4) Any other officers prescribed by the articles of incorporation
or the bylaws.
(b) Each of the officers shall be chosen by the board of directors at
the time, in the manner, and for the terms as prescribed in the
corporation's articles of incorporation or bylaws.
(c) If not already a director, the officer described in subsection
(a)(1) who is the highest acting officer of the corporation shall become
a director in accordance with the corporation's articles of incorporation
or bylaws as soon as practicable after being chosen to serve in that
office.
(d) If the articles of incorporation or the bylaws so provide, two (2)
or more offices may be held by the same person, except that the duties
of an officer described in subsection (a)(1) and an officer described in
subsection (a)(2) may not be performed by the same person.

Legislative History

As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993, SEC.212; P.L.216-2013, SEC.66.