2013 Indiana Code TITLE 28. FINANCIAL INSTITUTIONS ARTICLE 13. CORPORATE GOVERNANCE CHAPTER 12. OFFICERS GENERALLY
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IC 28-13-12
Chapter 12. Officers Generally
IC 28-13-12-1
Officers; designation; terms; highest acting officer; dual
officeholding
Sec. 1. (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.
As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993,
SEC.212; P.L.216-2013, SEC.66.
IC 28-13-12-2
Powers and duties
Sec. 2. Each officer has the authority and shall perform the duties
set forth in the bylaws or, to the extent consistent with the bylaws,
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.
As added by P.L.14-1992, SEC.163.
IC 28-13-12-3
Resignation of officer; notice; effective date; removal of officer;
replacement of chief executive officer
Sec. 3. (a) An officer may resign at any time by delivering notice:
(1) to the board of directors, its chairman, or the secretary of the
corporation; or
(2) if the articles of incorporation or bylaws so provide, to
another designated officer.
(b) A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made
effective at a later date and the corporation accepts the future
effective date, the corporation's 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.
(c) A board of directors may remove any officer at any time with
or without cause.
(d) An officer who appoints another officer or assistant officer
may remove the appointed officer or assistant officer at any time
with or without cause.
(e) If a corporation replaces the chief executive officer of the
corporation, the corporation shall give the department written notice
of the replacement not later than thirty (30) days after the chief
executive officer is replaced.
As added by P.L.14-1992, SEC.163. Amended by P.L.35-2010,
SEC.204.
IC 28-13-12-4
Contract rights; effect of election, appointment, or removal
Sec. 4. (a) The election or appointment of an officer does not
create contract rights.
(b) An officer's removal 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.
As added by P.L.14-1992, SEC.163.
IC 28-13-12-5
Adequate fiduciary coverage required
Sec. 5. (a) Every corporation shall make provision for adequate
fidelity coverage for all officers and employees having access to
money or bonds of the corporation. The amount and form of fidelity
coverage must be approved annually by the board of directors of the
corporation. Coverage may be provided:
(1) in the form of a blanket fidelity bond issued by a corporate
surety authorized to transact business in Indiana; or
(2) through the establishment of a separate reserve fund within
the corporation for that purpose.
(b) If the corporation is a corporate fiduciary (as defined in
IC 28-1-1-3), the corporation shall make provision for adequate
fiduciary errors and omissions insurance coverage.
As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995,
SEC.89.
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