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Generally, the board of directors is responsible for making major business and policy decisions and the officers are responsible for carrying out the board's policies and for making the day-to-day decisions.
When comparing an officer vs. director, a director is the person who takes part in managing important business affairs, while officers oversee daily aspects of a business. Officers are also directly involved in the daily management affairs of the business.
Note: The California Corporations Code prohibits any amendment of Articles of Incorporation altering the statement of the name and address of the initial agent for service of process.
Directors are elected by the membership, while officers are named by the board to keep minutes, oversee financials, etc. Officers are required by statute but being an officer does not give one the power to vote. In many sets of bylaws, officers need not be directors.
Corporate officers are elected by the board of directors. Their job is to manage the daily activities of the corporation. Officers can sit on the board of directors. In fact, it is common for the CEO to also be a director.
To remove an officer, a corporation must obtain a majority vote of the shareholders. It is recommended that members show just cause for the removal of the officer. As a general rule, officers have a fiduciary duty to act in good faith, and exercise due diligence when making business decisions for the company.
What is Corporate Officer? A person elected by the Board of Directors to manage the daily operations of the corporation. Usually, a President, Vice-President, Secretary and Treasurer, along with subsidiary officers.
Officers are usually appointed by the corporation's board of directors, and while specific positions may vary from one corporation to another, typical corporate officers include: Chief Executive Officer (CEO) or President.
The appointing of officers is done by the Board of Directors of the company. The most notable officer titles are President, Vice President, Secretary and Treasurer.
To change the corporations officer or director information you must file the Statement of Information form. If changes occur between filing periods, you can just file a statement of information form to amend the previously filed statement. There is no fee to file an amended statement.