Election or appointment of officers; qualifications; bonds; records of proceedings
Section 48. The officers of every corporation shall consist of a president, a treasurer and a clerk and such other officers as the corporation by its by-laws shall authorize. Except as otherwise provided in the by-laws, the treasurer and the clerk shall be elected at the annual meeting of the stockholders by such stockholders as have the right to vote thereon, and the president shall be elected by the directors at their first meeting following the annual meeting of the stockholders. All other officers and agents shall be chosen or appointed in the manner provided in the by-laws or, in the absence of such provision, as may be determined by the directors. Any elections of officers by stockholders shall be by ballot if so requested by any stockholder entitled to vote thereon. Unless otherwise provided in the by-laws, the president shall be a director. Unless required by the by-laws, no officer need be a stockholder. The clerk shall be a resident of the commonwealth unless the corporation shall have a resident agent appointed pursuant to section forty-nine. Any officer may be required to give a bond for the faithful performance of his duties in such form and with such sureties as the by-laws may prescribe or as the directors may determine. The clerk or an assistant clerk shall record all proceedings of the stockholders in a book to be kept therefor and, unless another officer is designated in the by-laws, shall also record all proceedings of the directors in a book to be kept therefor.