CHAPTER 24-7
OFFICERS

24-7-1 Officers Required.

A corporation shall have one or more natural persons exercising the functions of the offices, however designated, of chief executive officer and chief financial officer.

24-7-2 Duties of Required Officers.

(A)    Presumption; modifications. Unless the articles, the bylaws, or a resolution adopted by the board and not inconsistent with the articles or bylaws, provide otherwise, the chief executive officer and chief financial officer have the duties specified in this Section.

(B)    Chief executive officer. The chief executive officer shall:

(1)    Have general active management of the business of the corporation;

(2)    When present, preside at all meetings of the board and of the shareholders;

(3)    See that all orders and resolutions of the board are carried into effect;

(4)    Sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board to some other officer or agent of the corporation;

(5)    Maintain records of and whenever necessary, certify all proceedings of the board and the shareholders; and

(6)    Perform other duties prescribed by the board.

(C)    Chief financial officer. The chief financial officer shall:

(1)    Keep accurate financial records for the corporation;

(2)    Deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board;

(3)    Endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers therefore;

(4)    Disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board;

(5)    Render to the chief executive officer and the board, whenever requested, an account of all transactions by the chief financial officer and of the financial condition of the corporation; and

(6)    Perform other duties prescribed by the board or by the chief executive officer.

24-7-3 Other Officers.

The board may elect or appoint, at a manner set forth in the articles or bylaws or in a resolution approved by the affirmative vote of a majority of the directors present, any other officers or agents the board deems necessary for the operation and management of the corporation, each of whom shall have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or bylaws or determined by the board.

24-7-4 Multiple Offices.

Any number of offices or functions of those offices may be held or exercised by the same person. If a document must be signed by persons holding different offices or functions and a person holds or exercises more than one of those offices or functions, that person may sign the document in more than one capacity, but only if the document indicates each capacity in which the person signs.

24-7-5 Officers Deemed Elected.

In the absence of an election or appointment of officers by the board, the person or persons exercising the principal functions of the chief executive officer or the chief financial officer are deemed to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which in that case is the registered office of the corporation.

24-7-6 Contract Rights.

The election or appointment of a person as an officer or agent does not, of itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period of time if, in the board’s judgment, the contract would be in the best interests of the corporation. The fact that the contract may be for a term longer than the terms of the directors who authorized or approved the contract does not make the contract void or voidable.

24-7-7 Resignation; Removal; Vacancies.

(A)    Resignation. An officer may resign at any time 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.

(B)    Removal. An officer may be removed at any time, with or without cause by a resolution approved by the affirmative vote of a majority of the directors present, subject to the provisions of a shareholder control agreement. The removal is without prejudice to any contractual rights of the officer.

(C)    Vacancy. 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 chief executive officer or chief financial officer shall, be filled for the unexpired portion of the term in the manner provided in the articles or bylaws, or determined by the board, or pursuant to Section 24-7-5.

24-7-8 Delegation.

Unless prohibited by the articles or bylaws or by a resolution approved by the affirmative vote of a majority of the directors presents an officer elected or appointed by the board may, without the approval of the board, delegate some or all of the duties and powers of an office to other persons. An officer who delegates the duties or powers of office remains subject to the standard of conduct for an officer with respect to the discharge of all duties and powers so delegated.

24-7-9 Standard of conduct.

An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to Section 24-7-8 is deemed an officer for purposes of this Section and Sections 24-8-26 and 24-9-3.