officers and other employees Flashcards

1
Q

Executive Officers (CFO, CEO, Treasurer)

A
  • 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
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2
Q

Authority of Offciers

A
  • executive officers are agents for the corp
  • they incur the liability on the corp’s behalf
  • can be express or apparent
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3
Q

express authority

A
  • 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
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4
Q

apparent authority

A
  • 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
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5
Q

Fiduciary Duty

A
  • 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
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6
Q

SOX

A
  • 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
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7
Q

Liability

A
  • 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
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8
Q

Indemnification

A

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

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9
Q

officer removal

A
  • 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
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