Corporate Structures 101
The shareholders of the corporation have a financial investment in the corporation, i.e. they paid for stock which the corporation in turn uses for capital to run its business and they are the actual owners of a Corporation. To protect their interests, the shareholders elect the board of directors.
What Directors do?
The board of directors manages the corporation and make business decisions. They in turn choose the officers (President, Vice President, Secretary, and Treasurer), whose responsibility it is to run the day-to-day operations of the corporation.
How many Directors, Shareholders and Officers does a corporation need?
Generally speaking, most states allow one individual to hold all offices. (nonprofit corporations are required to have at least 3 directors). There is no limit to the number of shareholders a corporation can have (except if the entity opts to be treated as an S Corporation. Officers are a second level of management (first level is the Board of Directors) and a company can have as many officers as it may need to run the business.
Can the same person be the shareholder, director and all officers of a corporation?
While jurisdictions will vary in their requirements, most states require that there be at least one director and two officers, in a general, for a for-profit corporation. The required officers are President and Secretary. Most states allow one natural person to hold both offices and be the sole director of the corporation. Usually, that one person may also be the sole shareholder. A corporation may not be a director of another corporation.
What is a Corporate Officer?
While most jurisdictions allow the same person to act in all capacities, that person has different responsibilities depending on the capacity in which he or she is acting.
- Vice President
- Secretary (or clerk)
- Assistant Secretary
- Assistant Treasurer
Although most jurisdictions allow one person to serve in all three capacities, the person’s responsibility and authority changes through the different officerships the person assumes. For example, the President is typically responsible for entering into contracts on behalf of the corporation, the Treasurer is responsible for maintaining and accounting for corporate funds, and the Secretary is responsible for observing corporate formalities and maintaining corporate records.
In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers.
Typically, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description.
The President. The President has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.
The Treasurer. The Treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day-to-day basis.
The Secretary. The Secretary is typically responsible for maintaining the corporate records.
What is a Corporate Director?
The Board of Directors is essentially the management body for the corporation.
Responsibilities of the Board of Directors include establishing all business policies and approving major contracts and undertakings. In addition, the Board may also elect the President. Ordinary business practices of the corporation are carried out by the Officers and employees under the directives and supervision of these Directors.
The Directors must act collectively for their votes and decisions to be valid. That’s why Directors may only act at a Board of Directors meeting. This, however, requires certain formalities. One such formality is that the Directors must all be notified of a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporation’s Articles of Incorporation or Bylaws.
For a Directors’ meeting to be valid, there must also be a Quorum of Directors present. A Quorum is usually a majority of the Directors then serving on the Board; however, the Bylaws may specify another minimum number or percentage.
The Board of Directors must meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the regular Board meetings. The Board may also call Special Meetings for matters that may arise between regular meetings. In addition, boards may call a special shareholders’ meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted.
The first meeting of the Board of Directors is important because the Bylaws, the Corporate Seal, Stock Certificates and Record Books are adopted.
Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation’s. The Board must also act prudently and not negligently manage the affairs of the corporation. Finally, the Board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others.
This means that the board must be very careful to document that each Board action was reasonable, lawful and in the best interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings involving Officers, Directors and Stockholders. The record or Corporate Minutes of the meeting must include the arguments or statements to support the Board action and why must detail why the action was proper.