officers

Question 1

Who selects officers?

Answer 1

Board

Question 2

Officer duties + responsibilities

Answer 2

Run corporation on daily basis (employees)

Fiduciary duties of CARE and LOYALTY to corporation

Question 3

Officer roles

Answer 3

President, secretary, treasurer, etc.

Question 4

Business judgment rule

Answer 4

Directors and officers protected from legal liability WHEN

in absence of FRAUD, ILLEGALITY, OR SELF-DEALING, courts will not disturb GOOD FAITH BUSINESS DECISIONS

Question 5

Are officers expected to use special skills?

Answer 5

YES, based on background (accounting, legal, etc.)

Question 5

Officer standard of care

Answer 5

Act with care that a person in a like position would reasonably believe appropriate under similar circumstances

Question 6

Director/officer reliance defense

Answer 6

Director or officer is entitled to rely on expertise of
1) other officers and employees
2) outside experts
3) committees of the board