(a) Positions. The officers of the subsidiary holding company shall
be a president, one or more vice presidents, a secretary, and a treasurer
or comptroller, each of whom shall be elected by the board of directors.
The board of directors may also designate the chairman of the board
as an officer. The offices of the secretary and treasurer or comptroller
may be held by the same individual and the vice president may also
be either the secretary or the treasurer or comptroller. The board
of directors may designate one or more vice presidents as executive
vice president or senior vice president. The board of directors may
also elect or authorize the appointment of such other officers as the business
of the subsidiary holding company may require. The officers shall
have such authority and perform such duties as the board of directors
may from time to time authorize or determine. In the absence of action
by the board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.
(b) Removal. Any officer
may be removed by the board of directors whenever in its judgment
the best interests of the subsidiary holding company will be served
thereby; but such removal, other than for cause, shall be without
prejudice to the contractual rights, if any, of the individual so
removed. Employment contracts shall conform with section 239.41.
(c) Age limitation on
officers. A subsidiary holding company may provide a bylaw on
age limitation for officers. Bylaws on age limitations must comply
with all Federal laws, rules, and regulations.
