(a) A corporation shall have a president, a secretary, a treasurer, and other officers with titles and duties as stated in the bylaws of the corporation or determined by the board and as may be necessary to enable the corporation to sign instruments and share certificates. Any two or more offices may be held by the same person, except the offices of president and secretary. When all of the issued and outstanding stock of the corporation is owned by one person, the person may hold all or any combination of offices.
(b) Except as otherwise provided in the articles or bylaws of the corporation, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under a contract of employment. An officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under a contract to which the officer is a party.
(c) All officers as between themselves and the corporation have the authority and shall perform the duties in the management of the corporation as provided in the bylaws of the corporation or, to the extent not provided in the bylaws, as provided by the board.
(d) Subject to the provisions of AS 10.06.020, a note, mortgage, evidence of indebtedness, contract, conveyance, or other instrument in writing, and an assignment or endorsement of these, executed or entered into between the corporation and another person, if signed by two individuals, one of whom is the chairman of the board, the president, or a vice-president and the other of whom is the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the instrument.
(e) An officer shall perform the duties of the office in good faith and with that degree of care, including reasonable inquiry, that an ordinarily prudent person in a like position would use under similar circumstances. Except as provided in (f) of this section, an officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data in each case prepared or presented by legal counsel or public accountants.
(f) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by (e) of this section unwarranted.
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