When forming a corporation, you’ll come across the term “officers.” This is a term unique to corporations and does not apply to Limited Liability Companies. Your Board of Directors is the governing body of a corporation who is elected by shareholders. The directors are then responsible for selecting the officers of the corporation and for the supervision and general control of the company.

An officer can be defined as individuals appointed by the board of directors who are responsible for carrying out the board's policies and for making day-to-day decisions. The necessary positions and duties of officers are typically set forth and stated during the creation of your corporation’s bylaws.

Here, we briefly describe 4 commonly valuable officer roles and their duties in the corporation.

• President. The president is responsible for managing daily operations of your corporation. If you do not have a chairperson, your president will preside over all meetings of the board of directors. You may want to consider appointing a Vice President to fulfill the president’s duties, should the president be unavailable. However, it is important to note that if the president is to leave a company, the vice president does not automatically assume the position of president.
• Secretary. Your secretary will be responsible for maintaining your corporate records and is commonly responsible for recording minutes during your meetings. If your bylaws state that you must notify shareholders and directors of meetings, your secretary would be responsible for sending out the notification.
• Treasurer. Treasurers will maintain corporate account books, including your profits, losses, assets, and other pertinent tax information. Your treasurer may or may not be involved with daily financial record keeping, depending upon how you set forth their duties in your corporate bylaws. If they do not partake in daily bookkeeping, you may decide to have the treasurer oversee the daily activity of your internal accountant.
• Assistant Positions. If you have a large corporation, you may find it beneficial to create assistant secretaries and treasurers. These assistant positions can help you to proficiently manage workloads while saving time if you have multiple offices. Creating assistant positions also offers the opportunity to boost employee morale without significantly changing their specific career duties.

While these are the most common roles and duties of officers of a corporation, you may find that you do not need to fulfill all of the above mentioned positions. Keep in mind that we do recommend having a president and secretary at minimum.

If you’d like to learn more about the common characteristics of corporations, take a look at our previous blog post. As always, if you have any questions that aren’t answered on our blog or in our Learning Center, one of our incorporation specialists would be happy to assist you by calling 800.421.2661. 

Believe it or not, 2012 is rapidly coming to an end. During this time, you should start reviewing your annual business requirements. If you’re a corporation, have you held your annual meeting? Annual meetings are required for corporations and this where your corporate minute requirements will be met.

Typically, only one meeting per year will be required, but the amount required can vary by state. You may also have addressed the need for more than one annual meeting when you created your bylaws. You should review your state statutes and bylaws to determine how many meetings you’ll need to have. These meetings can be broken down into two types, Regular and Special.

While annual meetings may sound very formal, small businesses have the flexibility to conduct it more like a discussion.

Here are 4 Tips For Have an Easy Annual Meeting:

• Create an Agenda. This can consist of your discussion topics and what you’d like to resolve. It may include reviewing past meeting minutes, annual upkeep, new business issues, previous business solutions, or future meetings.
• Decide on a “moderator.” This person may also be known as the presiding officer. They will follow the agenda, prevent repetitive discussions, and keep the meeting moving.  The moderator can also formally conclude discussion or preside over votes.
• Have your quorum present. A quorum is the percentage or proportion of voting shares required to be represented in person or by proxy to constitute a valid shareholders meeting, or the number of directors required to be present for a valid meeting of the board.
• Take advantage of technology. Many states allow annual meetings to be held via conference call. There are multiple services that offer this function available to you at little to not cost. Conference calls are an easy, effective way to meet your quorum. 

During your meeting, make sure that you’re keeping notes of everything discussed. These notes will fulfill your annual corporate minutes requirements. These, too, can be structured less formally than your initial articles of incorporation in bylaws. A few key things to include your minutes are…

• Date, time, and location of meeting.
• People present at the meeting.
• Nature of the meeting.
• Chairperson(s).
• Any actions taken or decisions made. 

This is the first of our series of year end business reminders. Be sure to check your state requirements and bylaws, and hold your annual meeting if you haven’t already. Don’t forget to keep your minutes!

If you’re newly incorporated and have not created your bylaws, we offer a corporate kit that will make creating your bylaws very simple.