10-3840. Officers A. A corporation shall have the officers described in its articles of incorporation or bylaws or appointed by the board of directors in accordance with the articles of incorporation or bylaws. B. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board […]
10-3841. Duties and authority of officers Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties […]
10-3842. Standards of conduct for officers A. If an officer has discretionary authority with respect to any duties, an officer’s duties shall be discharged under that authority: 1. In good faith. 2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. 3. In a manner the officer reasonably […]
10-3843. Resignation and removal of officers A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date or event and the corporation accepts […]
10-3844. Contract rights of officers A. The appointment of an officer does not itself create contract rights. B. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.
10-3845. Officers’ authority to execute documents Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the […]
10-840. Required officers A. A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. B. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. C. The bylaws or the […]
10-841. Duties of officers Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
10-842. Standards of conduct for officers A. If an officer has discretionary authority with respect to any duties, an officer’s duties shall be discharged under that authority: 1. In good faith. 2. With the care an ordinarily prudent person in a like position would exercise under similar circumstances. 3. In a manner the officer reasonably […]
10-843. Resignation and removal of officers A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date or event. If a resignation is made effective at a later date or event and the corporation accepts […]
10-844. Contract rights of officers A. The appointment of an officer does not itself create contract rights. B. An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.
10-845. Standards of liability for officers; presumption An officer is not liable for any action taken as an officer or any failure to take any action if the officer’s duties were performed in compliance with section 10-842. In any proceeding commenced under this chapter, an officer has all of the defenses and presumptions ordinarily available […]
10-846. Enforcement proceedings; liability for monetary damages; definitions A. Except as provided in subsection B of this section, a person may not bring an action or assert a claim against a corporation or its directors or officers with respect to either of the following: 1. The decision or failure of the corporation to pursue or […]
