1. Sources. An officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the corporation‘s board of directors or by direction of an officer authorized by the corporation’s board of directors to prescribe the functions of other officers.

2. President. Unless otherwise provided by the bylaws, the officer designated as president has authority to institute or defend legal proceedings whenever the directors or shareholders are deadlocked. Unless they have reason to believe otherwise, persons dealing with a corporation are entitled to assume that the officer designated as president has authority to make, on the corporation’s behalf, all contracts that are within the ordinary course of those businesses in which the corporation is already engaged.