Directors & Officers

Directors & Officers

Board Members and Officers

Successful partnerships require a clear understanding of the responsibilities of each management function within a corporation. For your convenience we listed them below:

Fiduciary Responsibilities

The board members as a whole also has a fiduciary duty to the shareholders, to assure that the corporation is as profitable as possible, whereby profitability must be balanced with other duties of board members.

The board as a whole, or individual board members, or board officers can be sued for breach of fiduciary responsibility.

One common breach is conflict of interest: putting the interest of a board member ahead of that of the company, like when a board member profits in some way from a transaction approved by the board.

Corporate Officers vs. Administrative Staff

Officers of corporations have specific duties relating to the overall board of directors’ duties. In smaller businesses, administrative duties may be taken up by board officers. This increases the liability of the individual. A corporate treasurer, whose duties are restricted to oversight and policy, may also take on financial responsibilities for paying bills and taxes.

However, if payroll taxes are not paid, the corporate treasurer who had the responsibility to see that those taxes were paid may be held personally liable for non-payment. Corporate board liability needs to be very clear when selecting people to run the corporation.

Chairman of the Board/Board President

The board chairman or president is responsible for the overall functioning of the board of directors and ensures that all appropriate actions are taken. The board chair/president:

  • Ensures that an agenda is planned for each board meeting,
  • Presides over meetings of the board of directors and the annual meeting,
  • Serves as supervisor/liaison with corporate executives reporting to the board,
  • Serves as primary spokesperson for the organization,
  • Signs specific documents on behalf of the board of directors and the corporation.

  Corporate Vice President

The vice president of a corporation may have no specific duties but should be able to fill the duties of president if required. Often, the vice president chairs specific committees or has other regular duties, as determined by the board in its bylaws or on an ad-hoc basis.

Corporate Board Secretary

The secretary of the board of directors has responsibility to create and maintain corporate records and other important corporate documents. This responsibility is to:

  • Act in the role of a secretary,
  • Record minutes of all board meetings and minutes of all committees as needed. Minutes must be taken in a specific form and all board and committee actions must be recorded,
  • Keep records of all policies approved by the board,
  • Maintain a calendar of corporate events, including the date of the annual meeting and budget approval dates,
  • Maintain personnel and payroll records for executive employees reporting directly to the board of directors,
  • Keep all records in a safe place and make sure all documents are in good order in case of audits.

Corporate Board Treasurer

The treasurer of the board of directors has primary responsibility for the financial well-being of the corporation but does not take day-to-day responsibility. Included in the board treasurer's duties are:

  • Creating and maintaining the corporation's annual budget for each fiscal (financial) year. This responsibility includes presenting the budget to the board for approval,
  • Creating, implementing and reviewing financial policies for the corporation,
  • Reviewing the investment activities of the corporation,
  • Overseeing the annual financial audit of the corporation and other audits of corporate records and finances, if public,
  • Chairing the board's finance committee.

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