Answer the following: a. Who selects the officers of a corporation under most state corporate statutes? Who removes them? Explain. b. What duties do the officers and directors of a corporation owe to the corporation? Explain


a.
Under most state statutes, the officers of a corporation are both selected and removed by the board of directors. Though shareholders can voice their disapproval in a particular officer, the only people with the authority to select and remove officers are board members acting as a unit.

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b. Directors and officers owe the duties of obedience, diligence, and loyalty to the corporation. The duty of obedience means directors and officers must act within their respective authority. In most states the duty of diligence requires the discharge of duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner she reasonably believes to be in the best interests of the corporation. The duty of loyalty is a fiduciary duty to the corporation and to its shareholders. Directors and officers must subordinate self-interest to the interest of the corporation. Directors are expected to attend board meetings and become informed on corporate matters. Officers and directors must disclose fully any corporate opportunity or any possible conflict of interest that may arise in any transaction. Over and above all these duties, officers have the duty of managing daily business affairs in the corporation's best interest.

Business

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