Every corporation organized under the Business Corporation Act shall have officers, with titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws, and as many officers as may be necessary to enable the corporation to sign instruments and stock certificates required under the Business Corporation Act. One of the officers shall have the duty to record the proceedings of the meetings of the members and directors in a book to be kept for that purpose. All officers and agents of the corporation, as between themselves and the corporation, shall have the authority and perform the duties in the management of the corporation as provided in the bylaws or as determined by resolution of the board of directors not inconsistent with the bylaws.

History: 1953 Comp., § 51-24-46, enacted by Laws 1967, ch. 81, § 46; 1989, ch. 385, § 2.

Compiler's notes. — This section is derived from Section 50 of the ABA Model Business Corporation Act.

The 1989 amendment, effective June 16, 1989, substituted the present first and second sentences for the former first through third sentences, which read: "The officers of a corporation shall consist of a president, one or more vice presidents as may be prescribed by the bylaws, a secretary and a treasurer, each of whom shall be elected by the board of directors at the time and in the manner prescribed by the bylaws. Other officers and assistant officers and agents deemed necessary may be elected or appointed by the board of directors or chosen in the manner prescribed by the bylaws. Any two or more offices may be held by the same person, except the offices of president and secretary."

Delegation of authority. — Directors may not only delegate authority to transact ordinary and routine business, but also authority to transact business requiring the highest degree of judgment and discretion. Directors cannot, however, delegate entire supervision and control of the corporation. McKinney v. Gannett Co., 817 F.2d 659 (10th Cir. 1987).

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations §§ 1341 to 1352, 1360 to 1364.

Informality of directors' meetings as affecting election of officers, 64 A.L.R. 716.

Power of president of corporation to have litigation instituted by it where a board of directors has failed or refused to grant permission, 10 A.L.R.2d 701.

Purchase of claims against corporation by officer thereof, 13 A.L.R.2d 1172.

Right of corporate officer to purchase corporate assets from corporation, 24 A.L.R.2d 71.

Power of corporate officer or agent to hire employees for life, 28 A.L.R.2d 929.

Validity of contract between corporations as affected by directors or officers in common, 33 A.L.R.2d 1060.

Authority of officer to bind corporation as guarantor or surety, 34 A.L.R.2d 290.

Authority of agent to endorse and transfer commercial paper, 37 A.L.R.2d 453.

Power of particular officer or agent of business corporation to bind it by a donation to a charity or similar institution, 50 A.L.R.2d 447.

Authority of president to subordinate corporation's claim, assignment, lien, or the like, 53 A.L.R.2d 1421.

Authority of corporate officers to mortgage or pledge corporate personal property, 62 A.L.R.2d 712.

Power of secretary or treasurer of corporation to institute litigation, 64 A.L.R.2d 900.

Duty and liability of closely held corporation, its directors, officers, or majority stockholders, in acquiring stock of minority shareholder, 7 A.L.R.3d 500.

Financial inability of corporation to take advantage of business opportunity as affecting determination whether "corporate opportunity" was presented, 16 A.L.R.4th 185.

Purchase of shares of corporation by director or officer as usurpation of "corporate opportunity," 16 A.L.R.4th 784.

Fairness to corporation where "corporate opportunity" is allegedly usurped by officer or director, 17 A.L.R.4th 479.

Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 A.L.R.4th 419.

Liability of corporate director, officer, or employee for tortious interference with corporation's contract with another, 72 A.L.R.4th 492.

19 C.J.S. Corporations §§ 433 to 553.