46-3-301. Election or appointment of officers generally.

The board of directors shall elect or appoint a president, a secretary, and a treasurer. Other officers may be elected or appointed either by the board or as may be provided in the articles of incorporation or bylaws. Any two or more offices may be held by the same person, except the offices of president and secretary.#

The articles of incorporation or bylaws may provide that all officers or specified officers shall be elected by the members instead of by the board.#

Unless otherwise provided in the articles of incorporation, bylaws, or resolution of the board, all officers shall be elected or appointed for a term of office running until the meeting of the board following the next annual meeting of members or, in the case of officers elected by the members, until the next annual meeting of members.#

Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office, or death.#

All officers and agents of an electric membership corporation, as between themselves and the electric membership corporation, shall have such authority and perform such duties in the management of the electric membership corporation as may be provided in the articles of incorporation or bylaws or as may be determined by action of the board not inconsistent with the articles of incorporation and bylaws.#

When the directors are deadlocked, the president shall have authority to institute or defend legal proceedings other than an action seeking appointment of a provisional director.#

No electric membership corporation shall be relieved of its liability to any third person for the acts of its officers by reason of any limitations upon the power of the officer which are not known to such third person, whether such limitations are contained in the articles of incorporation, the bylaws, or elsewhere.#