COMMENT

Source: 1984 Model Act §§ 8.40(b), (c) amendment proposed, 55 Bus. Law. 1233 (1999), adopted, 55 Bus. Law. 1247 (2000), correction, 56 Bus. Law. 93 (2000).

Subsection (a) permits every corporation to designate the offices it wants. The designation may be made in the bylaws or by the board of directors consistently with the bylaws. This is a departure from former § 14-2-150, which required the board to elect or appoint a president, the secretary, and the treasurer.

Subsection (b) indicates that, while it is generally the responsibility of the board of directors to elect officers, an officer may appoint one or more officers if authorized by the bylaws or the board of directors.

The board of directors, as well as duly authorized officers, employees or agents, may also appoint other agents for the corporation. Nothing in this section is intended to limit the authority of a board of directors to organize its own internal affairs, including designating officers of the board.

Subsection (c) provides that the bylaws or the board of directors also must assign to an officer the responsibility to prepare minutes and to maintain and authenticate the records of the corporation referred to in subsection (a) of Code Section 14-2-1601(a) and subsection (a) of Code Section 14-2-1602; the person performing this function is referred to as the "secretary" of the corporation throughout this Chapter. See Section 14-2-140.

The person who is designated by the bylaws or the board to have responsibility for preparing minutes of meetings and maintaining records of the corporation has inherent authority to bind the corporation by that officer's authentication under this Code Section. This delegation of authority, traditionally vested in the corporate "secretary," allows third persons to rely on authenticated records without inquiry as to their truth or accuracy.

Under subsection (d) a corporation may have this secretarial and all other corporate functions performed by a single individual.

Note to 2016 Amendment This Note to 2016 Amendment supersedes and replaces the Comment to Code Section 14-2-840. The 2016 amendments to Code Section 14-2-840 include revisions adopted for purposes of conformity with the Model Act, simplifying and modernizing the statutory text, and adding a provision to subsection (b) to clarify that a duly authorized officer may appoint one or more officers if authorized by the bylaws or the board of directors.

Cross-References Agents of corporation, see § 14-2-302. Bylaws, see § 14-2-206 and Article 10, Part 2. Contract rights of officers, see § 14-2-844. Duties of officers, see § 14-2-841. Officer as employee of corporation, see § 14-2-140. Officer standards of conduct, see § 14-2-842. Resignation and removal of officers, see § 14-2-843. "Secretary" defined, see § 14-2-140. Tenure of officers, see § 14-2-844.

RESEARCH REFERENCES