§ 713. Officers.\n (a) The board may elect or appoint a chair or president, or both, one\nor more vice-presidents, a secretary and a treasurer, and such other\nofficers as it may determine, or as may be provided in the by-laws.\nThese officers may be designated by such alternate titles as may be\nprovided in the certificate of incorporation or the by-laws. Any two or\nmore offices may be held by the same person, except the offices of\npresident and secretary, or the offices corresponding thereto.\n (b) The certificate of incorporation or a by-law adopted by the\nmembers may provide that all officers or that specified officers shall\nbe elected by the members instead of by the board, or it may authorize\nthe president to appoint the other officers, or some of them, subject to\napproval by the board.\n (c) Each officer shall hold office for the term for which he is\nelected or appointed, and until his successor has been elected or\nappointed and qualified. Unless otherwise provided in the certificate of\nincorporation or the by-laws, all officers shall be elected or appointed\nannually.\n (d) The certificate of incorporation or the by-laws may provide that\nany one or more officers shall be ex-officio members of the board, with\nvoting rights unless specified otherwise.\n (e) All officers as between themselves and the corporation shall have\nsuch authority and perform such duties in the management of the\ncorporation as may be provided in the by-laws or, to the extent not so\nprovided, by the board. The board may require any officer to give\nsecurity for the faithful performance of his duties.\n (f) No employee of the corporation shall serve as chair of the board\nor hold any other title with similar responsibilities, unless the board\napproves such employee serving as chair of the board by a two-thirds\nvote of the entire board and contemporaneously documents in writing the\nbasis for the board approval; provided, however, that no such employee\nshall be considered an independent director for the purposes of this\nchapter.\n
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