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
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
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
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
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
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
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
8
Q
Indemnification
A
-officer entitled to and subject to the same insurance rules as directors
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