Legal Question in Business Law in California

Re: Difference between ''Officers'' & ''Directors'' of a Corporation, and their

Directors of a corporation are the people who are legally responsible for the conduct of the company. Officers are the people to whom the directors delegate responsibility for running the company. Titles don't mean very much, legally; the directors can assign executive duties to the corporate secretary, if they want, but it would be confusing to everyone dealing with the company.

Re: Difference between ''Officers'' & ''Directors'' of a Corporation, and their

As an addition to the previous post, the specific duties of the officers are normally defined in the corporation's Bylaws. In California, a corporation is required to maintain certain officers and at least one director. Feel free to email me or call if you have other questions.

Re: Difference between ''Officers'' & ''Directors'' of a Corporation, and their

Let me add my input to that of Messrs. DuMond and Becker.

As mentioned, the directors are the individuals who are charged with overall management of a corporate entity. As such, they are normally elected by the corporate shareholders at the annual shareholders' meeting. The board of directors is statutorily required to meet at least annually, and maintain minutes of their meetings for review by shareholders and other authorized persons.

The directors elect or appoint the officers of the corporation. By statute, corporate officers are a President (CEO), Secretary and Treasurer (CFO). Other officers, usually Vice-presidents may be appointed as well. The board of directors normally delegates authority to the officers to manage the corporation's day-to-day activities in the normal course of business. For activities outside the normal course of business, the board of directors alone can act.

By statute, certain corporate activities are undertaken by the board of directors. These include, but are not limited to: 1) Amending the Articles of Incorporation, 2) adoption or amendment of by-laws, 3) Election and removal of officers, 4) authorizing sale and issuance of corporate securities, 4) corporate borrowing or loans, 5) all transactions between the corporation and any of its officers, directors or shareholders, 6) establishing corporate bank accounts, 7) establishing employee compensation, pension and profit sharing plans, 8) acquisition of major items of equipment or property, 9) removing directors for cause, 10) filling vacancies on the board, 11) acting on indemnification issues, 12) calling shareholders meetings, 13) declaring dividends, 14) disposing of corporate assets and 15) mergers, reorganizations and share exchange tender offers. Some but not all of the actions listed above may be delegated, usually through the bylaws or through formal resolution of the board.

The board may act on the items listed above in two separate ways, either by meeting (regular or special) and issuing a written resolution, or through an action by unanimous written consent taken without a meeting.

Please note that under a California Statutory Close Corporation, the shareholders, through the vehicle of a written shareholder agreement, may retain the authority to take actions normally reserved for the board.

I hope this helps.