Corporations Rules 5

  1. Types
    President, secretary, and treasurer. May hold more than one office.
  2. Selection
    Selected by board according to bylaws and cert. of incorporation
  3. Authority
    Authority limited by bylaws. If power not provided in bylaws, may be provided by board.
  4. Duties
    Specific duties are set by bylaws and board.

    Has a fiduciary duty of care and loyalty toward the corporation, just like all employees of the corporation.
  5. Sarbanes-Oxley financial reports
    CEO and CFO of publicly traded corps must certify accuracy of the corporation's financial reports that are filed with the SEC.

    Violation or filing of false reports = forfeit of incentive-based pay and return of profits from stock sales for year of the reports.
  6. Liability
    Officers are agents of the corporation, and incurs liability in the same way as any other agent.
  7. Indemnification and insurance
    Entitled to indemnification and insurance to same extent as directors.
  8. Removal
    May be removed with or without cause at anytime. Removal against contract may lead to contract damages, though.
Card Set
Corporations Rules 5