17-6302.   Officers; manner of selection; terms ofoffice; resignation; duties; failure to select; vacancies.(a) Every corporation organized under this act shall have such officers withsuch titles and duties as shall be stated in the bylaws or in a resolution ofthe board of directors which is not inconsistent with the bylaws and as may benecessary to enable it to sign instruments and stock certificates which complywith subsection (a)(2) of K.S.A. 17-6003 and K.S.A. 17-6408, and amendmentsthereto. One of the officers shall have the duty to record the proceedings ofthe meetings of the stockholders and directors in a book to be kept for thatpurpose. Any number of offices may be held by the same person unless thearticles of incorporation or bylaws otherwise provide.

      (b)   Officers shall be chosen in such manner and shall hold their offices forsuch terms as are prescribed by the bylaws or determined by the board ofdirectors or other governing body. Each officer shall hold the office untilsuch officer's successor is elected and qualified or until such officer'searlier resignation orremoval. Any officer may resign at any time upon notice given in writing or byelectronic transmission to the corporation.

      (c)   The corporation may secure the fidelity of any or all of its officers oragents by bond or otherwise.

      (d)   A failure to select a corporation's officers in accordance with therequirements of the bylaws or a resolution adopted by the board of directors orother governing body shall not dissolve or otherwise affect a corporation.

      (e)   Any vacancy occurring in any office of the corporation by death,resignation, removal or otherwise shall be filled as the bylaws provide. Inthe absence of such provision, the vacancy shall be filled by the board ofdirectors or other governing body.

      History:   L. 1972, ch. 52, § 24;L. 1988, ch. 99, § 8;Revived and amend., L. 1988, ch. 100, § 8;L. 1992, ch. 270, § 5;L. 2004, ch. 143, § 9; Jan. 1, 2005.