2014 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 17. NONPROFIT CORPORATIONS CHAPTER 14. OFFICERS
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IC 23-17-14
Chapter 14. Officers
IC 23-17-14-1
Required officers; preparation of minutes of meetings and
authentication of corporate records; offices held simultaneously
Sec. 1. (a) Unless otherwise provided in articles of incorporation
or bylaws, a corporation must have a president, a secretary, a
treasurer, and other officers appointed by the board of directors.
(b) Bylaws or a board of directors must delegate to one (1) of the
officers the responsibility for the following:
(1) Preparing minutes of the director's and members' meetings.
(2) Authenticating records of the corporation.
(c) An individual may simultaneously hold more than one (1)
office in a corporation.
As added by P.L.179-1991, SEC.1.
IC 23-17-14-2
Duties
Sec. 2. An officer shall perform the duties set forth in bylaws or,
to the extent consistent with bylaws, the duties prescribed:
(1) in a resolution of the board of directors; or
(2) by direction of an officer authorized by the board of
directors to prescribe the duties of other officers.
As added by P.L.179-1991, SEC.1.
IC 23-17-14-3
Resignation
Sec. 3. (a) An officer may resign at any time by delivering notice
to one (1) of the following:
(1) The board of directors, the chairman of the board of
directors, or the secretary of the corporation.
(2) If articles of incorporation or bylaws provide, to another
designated officer.
(b) A resignation is effective when the notice is effective unless
the notice specifies a later effective date. If:
(1) a resignation is made effective at a later date; and
(2) a 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 an 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.
As added by P.L.179-1991, SEC.1.
IC 23-17-14-4
Election, appointment, resignation, or removal; contract rights
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
with the corporation. An officer's resignation does not affect the
corporation's contract rights with the officer. Removal or resignation
of an officer does not affect the contract rights of the officer or the
corporation.
As added by P.L.179-1991, SEC.1.
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