Section 10A-30-1.08 Board of Governors; Officers; Bylaws; Voting by Members or Shareholders; Applicable to Professional Associations Formed Prior to January 1, 1984.

A professional association organized pursuant to this article 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 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 the profession. The members may adopt bylaws as they may deem proper, or the power to promulgate bylaws of the association may be delegated by the certificate of formation to the board of governors of the professional association, as the members or shareholders may decide. Each member or shareholder shall have the power to cast a vote or votes at the meeting of the members or shareholders as the certificate of formation shall provide. The officers of the professional association may employ agents or employees of the association as they may deem advisable subject to Section 10A-30-1.12. The officers of the association shall include a president, vice-president, secretary, treasurer, and 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.