§ 713. Officers.

(a) The board may elect or appoint a chair or president, or both, one
or more vice-presidents, a secretary and a treasurer, and such other
officers as it may determine, or as may be provided in the by-laws.
These officers may be designated by such alternate titles as may be
provided in the certificate of incorporation or the by-laws. Any two or
more offices may be held by the same person, except the offices of
president and secretary, or the offices corresponding thereto.

(b) The certificate of incorporation or a by-law adopted by the
members may provide that all officers or that specified officers shall
be elected by the members instead of by the board, or it may authorize
the president to appoint the other officers, or some of them, subject to
approval by the board.

(c) 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 qualified. Unless otherwise provided in the certificate of
incorporation or the by-laws, all officers shall be elected or appointed
annually.

(d) The certificate of incorporation or the by-laws may provide that
any one or more officers shall be ex-officio members of the board, with
voting rights unless specified otherwise.

(e) All officers as between themselves and the corporation shall have
such authority and perform such duties in the management of the
corporation as may be provided in the by-laws or, to the extent not so
provided, by the board. The board may require any officer to give
security for the faithful performance of his duties.

(f) No employee of the corporation shall serve as chair of the board
or hold any other title with similar responsibilities, unless the board
approves such employee serving as chair of the board by a two-thirds
vote of the entire board and contemporaneously documents in writing the
basis for the board approval; provided, however, that no such employee
shall be considered an independent director for the purposes of this
chapter.