Officers Flashcards
1
Q
Required Officer
A
Indiana requires only one officer: a SECRETARY to prepare the board and shareholder minutes and authenticate corporate records
2
Q
Officers’ Authority to Bind
A
Officers are agents of the corporation and may bind the corporation in contract law so long as they have authority
Remember:
(1) actual express authority
(2) actual implied authority
(3) inherent authority
(4) apparent authority
3
Q
Officers’ Duties
A
Operating duties of each officer will be defined in the bylaws or set by board
Owe same fiduciary duties of care and loyalty as directors
4
Q
Indemnification and Insurance
A
Same as directors
5
Q
Resignation of Officers
A
May resign at any time
6
Q
Removal of Officers
A
Can be removed at any time
