2015 Indiana Code TITLE 23. BUSINESS AND OTHER ASSOCIATIONS ARTICLE 1. INDIANA BUSINESS CORPORATION LAW CHAPTER 36. OFFICERS GENERALLY
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IC 23-1-36
Chapter 36. Officers Generally
IC 23-1-36-1
Officers; election or appointment; secretary
Sec. 1. (a) A corporation has the officers described in its bylaws
or elected or appointed by the board of directors in accordance with
the bylaws or appointed by a duly elected or appointed officer in
accordance with the bylaws. However, a corporation must have at
least one (1) officer.
(b) A duly elected or appointed officer may appoint one (1) or
more officers or assistant officers if authorized by the bylaws or the
board of directors.
(c) The bylaws or the board of directors shall delegate to one (1)
of the officers responsibility for preparing minutes of the directors'
and shareholders' meetings and for authenticating records of the
corporation, and that officer is considered the secretary of the
corporation for purposes of this article.
(d) The same individual may simultaneously hold more than one
(1) office in a corporation.
As added by P.L.149-1986, SEC.20.
IC 23-1-36-2
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.149-1986, SEC.20.
IC 23-1-36-3
Resignation; removal
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, its 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
Indiana Code 2015
or without cause.
As added by P.L.149-1986, SEC.20. Amended by P.L.107-1987,
SEC.14.
IC 23-1-36-4
Contract rights
Sec. 4. (a) The election or appointment of an officer does not itself
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.149-1986, SEC.20.
Indiana Code 2015
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