§ 715 — Officers

New York § 715

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 7: Directors and Officers

Text

§ 715. Officers.\n (a) The board may elect or appoint a president, one or more\nvice-presidents, a secretary and a treasurer, and such other officers as\nit may determine, or as may be provided in the by-laws.\n (b) The certificate of incorporation may provide that all officers or\nthat specified officers shall be elected by the shareholders instead of\nby the board.\n (c) Unless otherwise provided in the certificate of incorporation or\nthe by-laws, all officers shall be elected or appointed to hold office\nuntil the meeting of the board following the next annual meeting of\nshareholders or, in the case of officers elected by the shareholders,\nuntil the next annual meeting of shareholders.\n (d) Each officer shall hold office for the term for which he is\nelected or appointed, and until his successor has been elected or\nappointed and qualified.\n (e) Any two or more offices may be held by the same person. When all\nof the issued and outstanding stock of the corporation is owned by one\nperson, such person may hold all or any combination of offices.\n (f) The board may require any officer to give security for the\nfaithful performance of his duties.\n (g) All officers as between themselves and the corporation shall have\nsuch authority and perform such duties in the management of the\ncorporation as may be provided in the by-laws or, to the extent not so\nprovided, by the board.\n (h) An officer shall perform his duties as an officer in good faith\nand with that degree of care which an ordinarily prudent person in a\nlike position would use under similar circumstances. In performing his\nduties, an officer shall be entitled to rely on information, opinions,\nreports or statements including financial statements and other financial\ndata, in each case prepared or presented by:\n (1) one or more other officers or employees of the corporation or of\nany other corporation of which at least fifty percentum of the\noutstanding shares of stock entitling the holders thereof to vote for\nthe election of directors is owned directly or indirectly by the\ncorporation, whom the officer believes to be reliable and competent in\nthe matters presented, or\n (2) counsel, public accountants or other persons as to matters which\nthe officer believes to be within such person's professional or expert\ncompetence, so long as in so relying he shall be acting in good faith\nand with such degree of care, but he shall not be considered to be\nacting in good faith if he has knowledge concerning the matter in\nquestion that would cause such reliance to be unwarranted. A person who\nso performs his duties shall have no liability by reason of being or\nhaving been an officer of the corporation.\n