Section 313 requires one signature from the chairperson of the board, the president or any vice president and one signature from the secretary, any assistant secretary, the chief financial officer or any assistant treasurer. Because the president signed solely in his capacity as president, the appellate court did not address whether section 313 requires the signature of two discrete individuals, or whether one individual could sign twice in appropriate capacities. The case was remanded to determine whether there were any other grounds, such as ostensible authority, to bind the corporation. Apparently recognizing that the Legislature may not have intended the requirement of two signatures in the absence of other validating factors, the appellate court suggested that the Legislature should clarify the statute as needed. Snukal should not stand.
Corporations are creatures of both statute and contract.
Through its articles of incorporation, bylaws, resolutions, or shareholder or other internal agreements, corporate officers and directors should be allowed to specify whether more than one signature is required to bind the corporation. Yet Snukal did not interpret section 313 as a default provision applied only when these operating documents are silent on the subject of authority, but as a uniform requirement. The decision also fails to contemplate the plight of closely held corporations that, by law, are not required to have more than one corporate officer. At a minimum, requiring two signatures would place an unnecessary burden on such corporations. Further, if the decision is retroactive, the validity of innumerable corporate contracts could be thrown into question.