A. Every corporation organized under the Nonprofit 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 required under the Nonprofit 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. In the absence of any provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person.
B. The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.
C. The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.
History: 1953 Comp., § 51-14-65, enacted by Laws 1975, ch. 217, § 23; 1989, ch. 294, § 2.
The 1989 amendment, effective January 1, 1990, in Subsection A, substituted the present first two sentences for the former first sentence, which read "The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the article of incorporation or the bylaws", and deleted "except the offices of president and secretary" from the end of the last sentence.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18B Am. Jur. 2d Corporations § 1341.
19 C.J.S. Corporations §§ 433 to 553.
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