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IC 28-13-12-1
Necessity; designation; terms; dual officeholding
Sec. 1. The officers of a corporation must consist of a president,
a secretary or cashier, and other officers prescribed by the bylaws.
Each of the officers shall be chosen by the board of directors at the
time and in the manner and for the terms as the bylaws of the
corporation may prescribe. Each officer shall hold office until the
officer's successor is chosen and has qualified. The president shall be
chosen from among the directors. If the bylaws so provide, at least
two (2) offices may be held by the same person, except that the
duties of the president and the secretary or cashier may not be
performed by the same person.
As added by P.L.14-1992, SEC.163. Amended by P.L.1-1993,
SEC.212.
IC 28-13-12-2
Powers and duties
Sec. 2. 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.
As added by P.L.14-1992, SEC.163.
IC 28-13-12-3
Resignation of officer; notice; effective date; removal of officer;
replacement of chief executive officer
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 the
corporation; or
(2) if the articles of incorporation or bylaws so provide, to
another designated officer.
(b) A resignation is effective when the notice is delivered unless
the notice specifies a later effective date. If a resignation is made
effective at a later date and the corporation accepts the future
effective date, the corporation's board of directors may fill the
pending vacancy before the effective date if the board of directors
provides that the successor does not take office until the effective
date.
(c) A board of directors may remove any officer at any time with
or without cause.
(d) An officer who appoints another officer or assistant officer
may remove the appointed officer or assistant officer at any time
with or without cause.
(e) If a corporation replaces the chief executive officer of the
corporation, the corporation shall give the department written notice
of the replacement not later than thirty (30) days after the chief
executive officer is replaced.
As added by P.L.14-1992, SEC.163. Amended by P.L.35-2010,
SEC.204.
IC 28-13-12-4
Contract rights; effect of election, appointment, or removal
Sec. 4. (a) The election or appointment of an officer does not
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.
As added by P.L.14-1992, SEC.163.
IC 28-13-12-5
Adequate fiduciary coverage required
Sec. 5. (a) Every corporation shall make provision for adequate
fidelity coverage for all officers and employees having access to
money or bonds of the corporation. The amount and form of fidelity
coverage must be approved annually by the board of directors of the
corporation. Coverage may be provided:
(1) in the form of a blanket fidelity bond issued by a corporate
surety authorized to transact business in Indiana; or
(2) through the establishment of a separate reserve fund within
the corporation for that purpose.
(b) If the corporation is a corporate fiduciary (as defined in
IC 28-1-1-3), the corporation shall make provision for adequate
fiduciary errors and omissions insurance coverage.
As added by P.L.14-1992, SEC.163. Amended by P.L.262-1995,
SEC.89.