Legal Question in Business Law in Delaware

Elected vs appointed officers

I am preparing a resolution of the board of directors elected officers. The list I was given is separated into ''elected'' officers and ''appointed'' officers. The bylaws state that VPs are elected by the board. My slate of elected officers is composed of EVP, Secretary. The appointed officer list is SrVps and VPs.

Is there a difference? Do I list all officers on my resolution or just the elected officers? If I do list all of them, do I separate the two groups on the resolution?


Asked on 4/05/02, 5:17 pm

1 Answer from Attorneys
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Elected vs appointed officers

Delaware's general corporation law 8-142(b) provides that officers shall be selected in such manner as provided in the bylaws or determined by the board of directors or other governing body.

I'm a California lawyer and I can't give you a fully reliable opinion on Delaware law. Nevertheless, I doubt that this law would be interpreted to allow the Board or any officer to make 'appointments' in contravention of the bylaws.

There is a difference between election and appointment, at least as the terms are generally understood. The Board would elect an officer by voting, after nomination by one or more directors. Appointment of officers usually consists of the Chairman, the President, etc. just making his or her own selections of VPs, etc. without a vote.

There may just be a misunderstanding here due to careless use of terminology, or possibly someone has taken inappropriate action (and it could be totally inadvertent, of course), or there could be another explanation, but you should make tactful inquiry to find out what really happened.

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Answered on 4/05/02, 8:05 pm


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