§ 10-33-54 — Resignation, removal, and vacancies for officers

1. An officer may resign by giving written notice to the corporation. The resignation is
effective without acceptance when the notice is given to the corporation, unless a later
effective date is specified in the notice.
2. With respect to removal:
a. Except as otherwise provided in the articles or bylaws, an officer may be removed
at any time, with or without cause, by a resolution adopted by the board or by the
members with voting rights, whichever elected or appointed the officer.
b. An officer appointed by the president may also be removed at any time, with or
without cause, by the president.

c. To the extent authorized in the articles, the bylaws, or a resolution approved by
the affirmative vote of a majority of the directors present, the president of a
corporation may remove an officer elected or appointed by the board, other than
the treasurer.
d. The articles or the bylaws may provide other manners of removing an officer.
e. A removal as described in this subsection is without prejudice to any contractual
rights of the officer.
3. A vacancy in an office because of death, resignation, removal, disqualification, or other
cause may, or in the case of a vacancy in the office of treasurer, if any, or president,
must be filled for the unexpired part of the term in the manner provided in the articles
or bylaws as determined by the board, or under section 10-33-52.