The
corporation’s officers
There is a difference between being a director and being an officer.
The Board appoints officers for a specific purpose. They are appointed
during the first board meeting that is conducted after the AGM.
Term of office
They usually serve for a one-year term but they may be
removed from their officer role (not their director role) by a vote of
the Board. Their term may be renewed.
The offices
In Ontario, the Act states that a corporation shall have a president
and a secretary and all other officers that are provided for by by-law
or by resolution of the directors.
In most corporations, the directors appoint officers
from amongst the members of the Board. A person can hold more than one
office.
Aside from the president, officers do not have to be directors unless
the by-laws say different. The
Board is permitted to appoint a non-board member to fulfill an officer
role.
These individuals do not have voting power.
President
This individual serves as the Chairperson and normally has
the general supervision, direction, and control of the business and
the corporation's officers.The president usually signs all the
corporation's cheques.
Vice-President
In the absence of the President, the Vice-President
shall perform all duties of the President.
Secretary
The Secretary has the responsibility for keeping the
records of the corporation including maintaining a set of minutes in a
minute book, copies of any resolutions or other corporate documents.
Treasurer
Is responsible to ensure that
records of account are being kept (financial statements, etc.) The
treasurer
will report to the Board usually at their monthly meetings on the
status of all the
finances, bank statements and reconciliation reports. The Treasurer
will provide
suggestions during the budgeting process.
The treasurer is usually the second required signature on all cheques.
The directors may elect other officers, as they deem proper as
long as it is consistent with the corporation's by-laws.
Standard of care
The Act states that every director and every officer of a corporation
in exercising the powers and discharging the duties of office shall,
(a)
act honestly and in good faith;
and
(b)
exercise the care, diligence and
skill that a reasonably prudent person would exercise in comparable
circumstances.
Validity of acts
The acts of a director or officer are valid despite any defect that may
afterwards be discovered.