Powers Of Officers And Agents; Torts And Criminal Liability Of Corporations; Criminal Liability Of Officers And Directors

AuthorJames D. Cox/Thomas Lee Hazen
ProfessionProfessor of Law at Duke University/Professor of Law at the University of North Carolina, Chapel Hill
8.10 Ratification of Unauthorized
Contracts or Transactions
8.11 Corporation’s Constructive Knowledge
8.12 Corporate Criminal Liability
8.13 Criminal Liability of Officers and Directors
§ 8.1 Corporate Officers
and Their Sources of Power
The chief executive officer, president, vice president, treasurer, and
secretary are t he traditional off icers of the corporation, and these a re
the officers th at were most often mentioned in the corporation stat utes.1
The modern trend is not to be wed to specific statutory nomenclature.2
Although most officer functions have remained relatively con-
stant over time, the roles, duties, a nd titles in corporate management
are constantly changing. Many corporations, especially the large pub-
licly held corporations, now have other executives and agents who are
denominated “officers.” For example, the title of “chief executive offi-
cer” (CEO) was rarely used 50 years ago, and the title of “president” was
reserved for the head corporate off icer. Today, presidents are frequently
subordinate to the CEO. Many of the older cases use “president” to
describe today’s CEO, but what is said in those cases for the president
applies with equal force to the CEO posit ion. However, it must be borne
in mind that when both positions exist within a single corporation, the
CEO’s power is superior and broader than that of the president. The
president in such a situation is likely to be more of a chief operati ng
officer (COO). In many respects, t he COO resembles the position of
general manager3 that may exist in sma ll business or within corporate
A large corporation may have a number of vice presidents, assis-
tant vice presidents, assistant secretaries, assistant treasurers, and so
on. A number of modern corporation statutes provide f lexibility by
permitting officer titles and duties to be stated in the bylaws or deter-
mined by the board of directors.4 As the number of vice presidents in
corporations has proliferated, super vice presidencies under such titles
as “executive vice president” or “senior vice president” have been cre-
ated in an effort to retain distinctive titles. Most large corporations
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