| OFFICERS' DUTIES & AUTHORITY |
| The authority
of an officer is established by two major elements: the bylaws or as set by the board.
Officers of a corporation have "apparent authority" to transact the business
normally associated with their respective positions. Third parties who have no knowledge
of restrictions on the authority of an officer are not bound by such restrictions in
dealing with the officer. The board of directors has the authority to remove any officer
with or without cause, and a corporation may have voluntary or mandatory indemnification
of its officers, employees, and agents. |
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