Election of Officers Resolutions

By David Gass

They are the everyday corporate operations adopted by the Board of Directors that involve everyday transactions of the corporation, including leasing, purchases, hiring, banking, borrowing, investing, paying dividends, salaries and bonuses, providing benefits for employees and changing the corporate officer positions, for example, the "Election of Officers".

The Board of Directors will elect additional directors if applicable and elect the officers of the corporation: the president, vice-president, secretary and treasurer, who manage the daily operations of the corporation. Officers carry out the instructions of the Board of Directors. Depending upon the state of incorporation, one person may own all the stock of the corporation as well as serve as the sole director and sole officer(s).

Each state's corporation statute will stipulate the officer positions that must be filled by each corporation. State laws usually require that the corporation have at least a president, a secretary, and a treasurer. The president is usually the chief operating officer of the corporation. The secretary is responsible for the corporate records. The treasurer, of course, is responsible for the corporate finances, although it's normal to hand over day-to-day duties to a bookkeeper. The corporation can have other officers -- such as a vice president -- as well. In most states, one person can hold all of the required offices.

The required officer positions include:

• CEO or President . The corporation's CEO or President usually is responsible for the overall day-to-day activities of the corporation. The CEO usually signs major contracts, stock certificates, and other legal documents, as required. The CEO acts under the direction of the Board. For substantial actions to be taken, the CEO will act on behalf of the corporation by corporate resolution.
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• Vice President . This position may or may not be required by your state's corporation statute. When the position does exist, the Vice President fills in when the CEO is unavailable or when the Board assigns specific duties.
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• Treasurer or Chief Financial Officer . The Treasurer is charged with responsibility for the financial matters of the corporation. In a larger corporation, this may consist mainly of oversight; in smaller corporations, this charge will include the daily task of financial matters. The Treasurer is responsible for maintaining the financial corporate records and for preparing and presenting financial reports to the Board, officers, and shareholders.
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• Secretary . The Secretary is responsible with maintaining the corporate records of the corporation and preparing minutes of Board and shareholder meetings. The Secretary may also be required to provide certification for banks or other financial institutions.

It is important to remember two significant things about the actions taken by officers:

• Executive officers by and large have the authority to legally bind the corporation
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• Officers are generally not personally legally responsible for their acts while acting (lawfully) on behalf of the corporation
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Statutory requirements for officers are generally contained in your state's corporation statute. Check your Secretary of State's website for officer requirements. The duties and obligations of the officers of your corporation will need to be contained in your Bylaws.

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