Corporations Rules 5

President, secretary, and treasurer. May hold more than one office.

Selected by board according to bylaws and cert. of incorporation

Authority limited by bylaws. If power not provided in bylaws, may be provided by board.

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.

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.

Officers are agents of the corporation, and incurs liability in the same way as any other agent.

Entitled to indemnification and insurance to same extent as directors.

May be removed with or without cause at anytime. Removal against contract may lead to contract damages, though.