Officers

Question 1

Duties

Answer 1

1. owe the same duties of care and loyalty as directors

Question 2

Authority

Answer 2

2. officers are agents of the corporation
   i. can bind the corporation in contract
   ii. bar: watch for cross-over agency question
3. the president generally has implied actual authority and apparent authority to bind the corporation to contracts in the ordinary course of business

Question 3

Selection and removal

Answer 3

1. officers are selected by and removed by the board
   i. a corporation can always fire an officer, but may have to pay compensation pursuant to an employment contract
2. officers compensation is set by the board
3. shareholders do not hire and fire officers