Should The Articles Of Incorporation Define “Officers”?

Today’s post is devoted to what may seem an unlikely question: should the articles of incorporation define “officers”? This is an unlikely question because it is the bylaws that typically identify the titles of officers and their duties. Cal. Corp. Code § 312(a). Nevertheless, it occurs to me that in at least one circumstance, a corporation may wish to define who is and who isn’t an officer.

When a corporation includes a mandatory indemnification provision in its certificate of incorporation, that provision typically extends to directors and officers. The reference to “directors” should in virtually all cases be beyond dispute. There also isn’t likely to be a question about whether the President, Chief Financial Officer or Secretary are officers. After all, Section 312(a) requires that a corporation have these positions. But what about inferior officers? Some corporations, particularly those in the financial services industry, may have scores or even hundreds of vice presidents. These corporations may want to consider whether it is necessary or desirable to mandate that each of these “officers” have the benefit of mandatory indemnification.

 


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Allen Matkins Leck Gamble Mallory & Natsis LLP | Attorney Advertising

Written by:

more+
less-

Allen Matkins Leck Gamble Mallory & Natsis LLP on:

Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×
Loading...
×
×