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

• Author: James D. Cox/Thomas Lee Hazen
• Profession: Professor of Law at Duke University/Professor of Law at the University of North Carolina, Chapel Hill
• Pages: 100-114

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

divisions.

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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