Section 713. Officers  


Latest version.
  • (a)  The  board  may  elect  or  appoint  a  president,  one  or  more
      vice-presidents, a secretary and a treasurer, and such other officers as
      it may determine, or as may be provided in the by-laws.  These  officers
      may  be  designated  by  such alternate titles as may be provided in the
      certificate of incorporation or the by-laws. Any two or more offices may
      be held by  the  same  person,  except  the  offices  of  president  and
      secretary, or the offices corresponding thereto.
        (b)  The  certificate  of  incorporation  or  a  by-law adopted by the
      members may provide that all officers or that specified  officers  shall
      be  elected  by the members instead of by the board, or it may authorize
      the president to appoint the other officers, or some of them, subject to
      approval by the board.
        (c) Each officer shall hold office  for  the  term  for  which  he  is
      elected  or  appointed,  and  until  his  successor  has been elected or
      appointed and qualified. Unless otherwise provided in the certificate of
      incorporation or the by-laws, all officers shall be elected or appointed
      annually.
        (d) The certificate of incorporation or the by-laws may  provide  that
      any  one or more officers shall be ex-officio members of the board, with
      voting rights unless specified otherwise.
        (e) All officers as between themselves and the corporation shall  have
      such  authority  and  perform  such  duties  in  the  management  of the
      corporation as may be provided in the by-laws or, to the extent  not  so
      provided,  by  the  board.  The  board  may  require any officer to give
      security for the faithful performance of his duties.