Officers & other Employees Flashcards
1
Q
What authority do officers have?
A
- Actual: as defined by the corporate bylaws or BoD
- Implied: to perform the tasks necessary to cary out O’s duties by virtue of their status or position, so long as the matter is w/in the scope of ordinary business (not “extraordinary transactions”)
- Apparent: if C holds officer out has having the authority to bind C to 3rd parties
2
Q
What duties are officers held to?
A
Same duties as directors.
Also same indemnification & insurance rules.
3
Q
How are directors elected and how are they removed?
A
They are elected by the SHs and can be removed with or without cause at any time.
