Officers Flashcards
1
Q
Officers
A
A typical corporation’s officers are president, secretary, and treasurer. They are elected by the board of directors.
- Authority
- An officer’s authority to act on behalf of a corporation is governed by agency law. The corporation is the principal and the officer is the agent. As discussed in the Agency and Partner outlines, authority can be actual (express or implied) or apparent.
- Express Actual
- Express authority is defined by the by laws or set by the board of directors.
- Implied Actual
- An officer has implied authority to perform tasks necessary to carry out the duties of his position. The officer does not have authority to bind the corporation to extraordinary act.
- Apparent Authority
- An officer has apparent authority if the corporation holds the officer out as having authority to bind the corporation to third parties (for example, the position title of the officer may give apparent authority).
