Section 10-10-8

Board of governors; officers; bylaws; voting by members or shareholders.

A professional association organized pursuant to the provisions of this chapter shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors, so that centralization of management will be assured, and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of his being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association and officers need not be members of the board of governors; except, that the president shall be a member of the board of governors; provided, that no officer or member of the board of governors who is not duly licensed to practice the profession for which the professional association was organized shall participate in any decisions constituting the practice of said profession. The members may adopt such bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the articles of association to the board of governors of the professional association, as the members or shareholders may decide. Each member or shareholder shall have such power to cast such vote or votes at the meeting of the members or shareholders as the articles of association shall provide. The officers of the professional association may employ such agents or employees of the association as they may deem advisable subject to the provisions of Section 10-10-12. The officers of the association shall include a president, vice-president, secretary, treasurer and such other officers as the board of governors may determine. Any one person may serve in more than one office; provided, that the president and the secretary of the professional association shall not be the same person.

(Acts 1961, No. 865, p. 1349, §7.)