MARVIN MANDEL, Governor

1573

(1)   IF THE BOARD OF DIRECTORS IN ITS JUDGMENT
FINDS THAT THE BEST INTERESTS OF THE CORPORATION MILL BE
SERVED, IT MAY REMOVE ANY OFFICER OR AGENT OF THE
CORPORATION.

(2)   THE REMOVAL OF AN OFFICER OR AGENT DOES
NOT PREJUDICE ANY OF HIS CONTRACT RIGHTS.

(D) BOARD MAY FILL VACANCY.

UNLESS THE BYLAWS PROVIDE OTHERWISE, THE BOARD OF
DIRECTORS MAY FILL A VACANCY WHICH OCCURS IN ANY OFFICE.

REVISOR'S NOTE: Subsections (a), (b), and (d) of
this section presently appear as the second
paragraph of Art. 23, §60(a).

Subsection (c) of this section presently
appears as Art. 23, §61.

The only changes are in style.

2-414. POWERS AND DUTIES OF OFFICERS AND AGENTS.

(A) INTERNALLY.

AS BETWEEN HIMSELF AND THE CORPORATION, AN OFFICER
OR AGENT OF THE CORPORATION HAS THE AUTHORITY AND SHALL
PERFORM THE DUTIES IN THE MANAGEMENT OF THE ASSETS AND
AFFAIRS OF THE CORPORATION AS:

(1)   PROVIDED IN THE BYLAWS; AND

(2)      DETERMINED FROM TIME TO TIME BY
RESOLUTION OF THE BOARD OF DIRECTORS NOT INCONSISTENT
WITH THE BYLAWS.

(B) AS TO THIRD PARTIES.

THE RIGHTS OF ANY THIRD PARTY ARE NOT AFFECTED OR
IMPAIRED BY ANY BYLAW OR RESOLUTION REFERRED TO IN
SUBSECTION (A) OF THIS SECTION UNLESS THE THIRD PARTY
HAS KNOWLEDGE OF THE BYLAW OR RESOLUTION.

REVISOR'S NOTE: This section presently appears as
Art. 23, §60(b).

In subsection (a) of this section, the word
"assets," which is defined in §1—101, is
substituted for "property."

The only other changes are in style.

2-415. HOLDING MORE THAN ONE OFFICE.