Corporate board officers are individuals who have been appointed by the board and make decisions for the corporation’s benefit.
To better understand how corporate boards function and the various types of officers that make up the corporate board, including secretary, treasurer, and more, you can learn about the typical management structure of a corporation.
What are Corporate Board Officers?
The corporate board officers are the agents of the corporation’s board of directors. They are elected by the board to carry out the decisions of that board. They are responsible for managing the day-to-day operations of the corporation.
How corporate board officers work
Shareholders are owners of company assets who trade for shares in the corporation. These shareholders elect directors to manage the corporation. Directors (or members of the board) elect corporate board officers to manage the day-to-day activities of the corporation.
Although a corporation is managed and controlled by its directors, the board of directors has the power to make corporate decisions. However, many of the decisions are made on behalf of the directors by corporate board officers.
One example of the duties of an officer is to execute the company’s mission and vision, adopt policies, or take on fiduciary liability for the corporation’s financial well-being. Directors make major decisions, including setting prices, wages, and labor relations policies, or taking on fiduciary responsibility for the financial well-being of the corporation.
If the bylaws allow it, the corporation’s bylaws establish the number and duties of its officers. However, multiple corporate board members are allowed.
Types of corporate board officers
There are four main officer roles: the president (Vice President), treasurer (Treasurer), and secretary of the board.
President/Chair of the Board
The board chairperson or president is responsible for overseeing the operations and policy of the board and ensuring that appropriate actions are taken. This individual could be:
- Make sure that each board meeting has an agenda
- Preside at meetings of the board and the annual meeting
- Signature of specific documents for the corporation and the board of directors, such as checks or contract contracts
- Assist the board’s supervisors and liaisons with corporate executives.
- As the primary spokesperson for the organization 4 5
Vice President/Vice-Chair of Board
Although the vice president or vice-chair may not have any specific duties, they should be able fill in for the president when he is unavailable. The vice president may have other duties as set forth by the board in its corporate Bylaws, or on an as-needed basis. For example, they may:
- Make sure that meetings and other activities go smoothly
- Chair ad-hoc Committees
Corporate Board Treasurer
The board treasurer is responsible for the financial health of the corporation, but not the day-to-day management. The duties of the board treasurer include:
- Financial policies for your corporation should be created, implemented, and reviewed.
- To ensure that the corporation’s cash flow and investment activities are properly managed, you should review them.
- Make sure that you pay enough taxes
- Maintain and create the annual budget of the corporation for each financial (financial), year
- Assist with the annual financial audit (if public), and other audits of records and finances.
- Chair the finance committee of the board.
Corporate Board Secretary
The overall responsibility for maintaining corporate records and other important documents lies with the secretary of the board. They might be responsible for:
- Keep a record of all board meetings, and all committee minutes, if necessary.
- Keep records about all policies that have been approved by the board.
- Keep a schedule of corporate events. This includes the dates of annual meetings and budget approval dates.
- Keep records of shareholders and stock records
- All records should be kept safe and in order to avoid being audited.
- If you have one, keep it.
Requirements for Corporate Officers
Officers must act in the best interest of the corporation at all times and exercise their duties with fairness, honesty, and good faith. 2 Officers must act in the best interests of the corporation and perform their duties with prudence, honesty, good faith and fairness.
Officers could be held responsible for failure to comply with the anti-fraud disclosure and disclosure requirements under federal securities laws (e.g., the Securities Act of 1933 or the Securities Exchange Act of 1934).
Officers of corporate boards may be sued if they are sued in the course of their employment. Indemnification provisions, whether provided by state law or corporation’s articles or bylaws, can provide financial protection against lawsuits and expenses.