officers and other employees

Question 1

Executive Officers (CFO, CEO, Treasurer)

Answer 1

• oversee the corp’s day-to-day operations
• Texas law requires at lest a secretary and president
• positions set forth in CoF or bylaws
• positions are filled by board election set forth in bylaws

Question 2

Authority of Offciers

Answer 2

• executive officers are agents for the corp
• they incur the liability on the corp’s behalf
• can be express or apparent

Question 3

express authority

Answer 3

• defined by corp bylaws or set by BoD
• officers have implied authority to perform those tasks that are necessary to carry out officers expressly assigned tasks

Question 4

apparent authority

Answer 4

• derived from manifestations between the third part and the corp
• if the corp’s manifestations to the 3P were such that 3P would reasonably believe that officer had authority to act

Question 5

Fiduciary Duty

Answer 5

• officers have the same duty of loyalty and care as directors
• specific duties outlined in bylaws or set by the board directors
• officer can adhere to his duty and rely on others as long as reliance is warran

Question 6

SOX

Answer 6

• officers of publicly held companies are governed by provisions of the Sarbanes Oxley Act of 2002.
• CEO and CFO must certify to the accuracy of their corp’s financial reports

Question 7

Liability

Answer 7

• agents generally not liable to 3P for merely performing corp duties
• liab will attach to the agent personally when agent is engaging in some acts beyond scope of his agency or employment and there is no argument for apparent authority

Question 8

Indemnification

Answer 8

-officer entitled to and subject to the same insurance rules as directors

Question 9

officer removal

Answer 9

• serve at the board’s pleasure and may be removed any time with or without cause
• under K- generally does not prevent removal but may provide remedies to the officer as set forth in the K