California Corporations Code  >   Corp. Code §7213. Required Corporate Officers; Appointment of Officers

*New statutes and amendments effective January 1, 2023 are shown in bold, underline italics. [ ] indicates an amendment of deleted text only.

(a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, [ ] chair of the board, chairperson of the board, [ ] or a president or both, (2) a secretary, (3) a treasurer or a chief financial officer or both, (4) and any other officers with any titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments. The president, or if there is no president the chair of the board, is the general manager and chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Unless otherwise specified in the articles or the bylaws, if there is no chief financial officer, the treasurer is the chief financial officer of the corporation. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise. Where a corporation holds assets in charitable trust, any compensation of the president or chief executive officer and the chief financial officer or treasurer shall be determined in accordance with subdivision (g) of Section 12586 of the Government Code, if applicable.

(b) Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. [2022]