CHAPTER 36. OFFICERS GENERALLY

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 bylawsor elected or appointed by the board of directors in accordance withthe bylaws or appointed by a duly elected or appointed officer inaccordance with the bylaws. However, a corporation must have atleast one (1) officer.
    (b) A duly elected or appointed officer may appoint one (1) ormore officers or assistant officers if authorized by the bylaws or theboard 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 thecorporation, and that officer is considered the secretary of thecorporation 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 dutiesset forth in the bylaws or, to the extent consistent with the bylaws,the duties prescribed by the board of directors or by direction of anofficer authorized by the board of directors to prescribe the duties ofother 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 thecorporation; or
        (2) if the articles of incorporation or bylaws so provide, toanother designated officer.
    (b) A resignation is effective when the notice is delivered unlessthe notice specifies a later effective date. If a resignation is madeeffective at a later date and the corporation accepts the futureeffective date, its board of directors may fill the pending vacancybefore the effective date if the board of directors provides that thesuccessor does not take office until the effective date.
    (c) A board of directors may remove any officer at any time withor without cause.
    (d) An officer who appoints another officer or assistant officermay remove the appointed officer or assistant officer at any timewith 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 notitself create contract rights.
    (b) An officer's removal does not affect the officer's contractrights, if any, with the corporation. An officer's resignation does notaffect the corporation's contract rights, if any, with the officer.
As added by P.L.149-1986, SEC.20.