N.D. Cent. Code § 10-19.1-53

Current through the 2023 Legislative Sessions

Section 10-19.1-53 - Duties of officers and agents

Unless the articles, bylaws, or a resolution adopted by the board and not inconsistent with the articles or bylaws, provides otherwise, the officers shall have the following duties:

1. The president shall:

a. Have general active management for the business of the corporation;

b. When present, preside at all meetings of the board and of shareholders;

c. See that all orders and resolutions of the board are carried into effect;

d. Sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board to some officer or agent of the corporation;

e. Maintain records of and, whenever necessary, certify all proceedings of the board and the shareholders; and

f. Perform other duties prescribed by the board.

2. The vice president, if any, or, if there is more than one, the vice presidents in the order determined by the board, shall:

a. In the absence or disability of the president, perform the duties and exercise the powers of the president; and

b. Shall perform other duties and shall have other powers as the board may from time to time prescribe.

3. The treasurer shall:

a. Keep accurate financial records for the corporation;

b. Deposit all money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board;

c. Endorse for deposit all notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers;

d. Disburse corporate funds and issue checks and drafts in the name of the corporation, as ordered by the board;

e. Give to the president and the board, whenever requested, an account of all transactions by the treasurer and of the financial condition of the corporation; and

f. Perform other duties prescribed by the board or by the president.

4. The secretary shall:

a. Attend all meetings of the board, all meetings of the shareholders, and when required, all meetings of standing committees;

b. Record all proceedings of the meetings;

c. Give, or cause to be given, notice of all meetings of the shareholders and meetings of the board; and

d. Perform other duties prescribed by the board.

5. All other officers and agents of the corporation, as between themselves and the corporation, have the authority and shall perform the duties in the management of the corporation as may be provided in the articles or bylaws, or as may be determined by resolution of the board not inconsistent with the articles and bylaws.

N.D.C.C. § 10-19.1-53