Officers and other employees

Question 1

Types

Answer 1

President, secretory, treasurer (1 person may hold more than 1 office)

Question 2

How are officers selected ?

Answer 2

Elected by the board

Question 3

Authority of officers

Answer 3

1. Actual- as defined by the bylaws or the BD
2. Implied- to perform those tasks necessary to carry out O’s duties by virtue of her status or position
3. Apparent- C holds the O out has having the authority to bind C to third parties

Question 4

Duties of officers

Answer 4

Same as directors, also officers are entitled to rely in good faith on performance of employees and information, opinons, reports, or statements prepared by employees

Question 5

Liability of officers

Answer 5

Only liable if acting in a personal capacity or has engaged in tortious behavior

Question 6

Indemnification/insurance of officers

Answer 6

same as directors

Question 7

Resignation and removal

Answer 7

With or without cause at any time with written notice

Question 8

Other employees

Answer 8

An employee can act on behalf of C to the extent of the employee’s authority and is usually protected as an agent from liability for actions undertaken in accord with that authority