- Every corporation shall have such officers with such titles and duties as stated in the bylaws or in a board resolution and as may be necessary to enable it to sign instruments and stock certificates which comply with §§ 103(a)(2) and 158. One of the officers shall have the duty to record the proceedings of the meetings of the stockholders and directors in a book to be kept for that purpose. Any number of offices may be held by the same person unless the charter or bylaws provide otherwise.
- The selection and terms of officers shall be prescribed by the bylaws or determined by the board or other governing body. Each officer holds office until his/her replacement, resignation, or removal. Any officer may resign at any time upon written notice to the corporation.
- “The corporation may secure the fidelity of any or all of its officers or agents by bond or otherwise.”
- A failure to elect officers shall not dissolve or otherwise affect the corporation.
- Any vacant office shall be filled as the bylaws provide. In the absence of such provision, the vacancy shall be filled by the board or other governing body.