US Corporate Law/Management

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Officer positions


Neither the MBCA nor the DGCL mandates any specific officer positions. Traditionally, there were four officers in every corporation: the president, vice president, secretary, and treasurer. Under most traditional statutes, one person could hold more than one of these positions, with the caveat that the president and secretary must be different people. A few jurisdictions allowed all four positions to be held by one person.

  • The president is the person given general supervision and control over the corporation's daily affairs. They are responsible for signing contracts and other documents on behalf of the corporation. The president is often, but not always, chairman of the board as well.
  • The vice president takes over for the president if the president is unavailable. There can be more than one vice president: they take priority in an order the corporation designates, or lacking such an order, in the order in which they were appointed.
  • The secretary is responsible for corporate documents, such as minutes from the board meetings and annual shareholder meetings, and contact records for each shareholder. They also co-sign certain documents, such as stock certificates, with the president.
  • The treasurer is in charge of the corporation's finances.

Most small corporations still use the traditional job descriptions. Most big corporations, on the other hand, use "C level" designations: the president becomes a CEO, or chief executive officer; the treasurer becomes a CFO, or chief financial officer, and so on. Many companies have scores of vice presidents, sometimes in several tiers: senior vice president, executive vice president, and so on.

Authority of managers


Executive compensation


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