Section 1409 - Officers; share purchase and option plans(a) Number--An institution shall have a president, a secretary and a cashier or treasurer and such other officers as it may authorize. The by-laws may provide that the same individual may hold any two or more offices except both the offices of president and of cashier or treasurer. The president shall be a member of the board of directors or trustees.(b) Election and removal--Except as otherwise provided in the by-laws, the board of directors or trustees shall elect the officers, fix their compensation and fill vacancies however occurring. An officer elected or appointed by the board may be removed by the board at any time, without prejudice to any contract right of such officer.(c) Authority--The officers shall, as between themselves and the institution, have such authority and perform such duties as may be provided in the by-laws, or in the absence of a provision in the by-laws, as may be provided by the board.(d) Treasurer or cashier--No individual shall be eligible to be treasurer or cashier who either:(i) Holds an office of the kind described in clauses (i) and (ii) of subsection 1403(c),(ii) Is the treasurer of a political subdivision of the Commonwealth which has funds on deposit in the institution, or(iii) Is engaged either directly or indirectly in the business of a stock broker, real estate broker or insurance agent.(e) Share purchase and option plans--Unless otherwise provided in the articles, an institution may adopt and carry out a plan, approved by the department, for the sale of shares, or for the granting, with or without consideration, of options for shares, to some or all of the officers and employes of the institution or of any subsidiary corporation or to a trustee on their behalf, upon such terms and conditions and in such manner as may be provided by the by-laws or by the board. In any such plan:(i) Such shares need not be first offered to shareholders of the institution but authorized and unissued shares subject to preemptive rights may be issued and sold under the plan only with the written consent or affirmative vote of shareholders entitled to cast at least a majority of the votes which all shareholders entitled to exercise preemptive rights with respect thereto are entitled to cast,(ii) Such shares may be sold or optioned upon terms which are deemed advantageous to the institution by the directors other than directors who may benefit by their action or, if the number of directors who will not benefit by the action is fewer than three, by the shareholders, and(iii) In the absence of fraud in the transaction, the judgment of the board of directors or the shareholders as to the adequacy of the consideration received for any rights or options to purchase shares under the plan shall be conclusive.1965, Nov. 30, P.L. 847, No. 356, § 1409.