Neufeld Legal P.C. 403-400-4092 Chris@NeufeldLegal.com
OFFICERS IN A CALGARY COMPANY
The role of the corporate officer is primarily that of assuming the responsibility as individual executives charged with carrying out the day-to-day management and high-level operational functions of the company. Hence, the roles of president, secretary, treasurer, vice-president(s), chief executive officer, chief financial officer, chief operating officer, etc.
The scope of their role can be found in the company's by-laws and is more specifically established in their individual agreements and contractual mandates. The following excerpts from corporate by-laws provide some insights therein:
"Section E-1: Composition of Officers.
Tasked with the immediate operations of the company, the corporate officers need to have their roles and remuneration appropriate defined (including aspects of long-term compensation and incentives).
As such, when your business seeks the professional services of experienced legal counsel, given your role as a corporate officer to an Alberta company, you can look to the Calgary, Alberta law firm of Neufeld Legal P.C. Contact us at 403-400-4092 or via email Chris@NeufeldLegal.com.
Alberta Business Corporations Act
- important elements
121 Subject to the articles, the bylaws or any unanimous shareholder agreement,
(a) the directors may designate the offices of the corporation, appoint as officers individuals of full capacity, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except powers to do anything referred to in section 115(3),
(b) a director may be appointed to any office of the corporation, and
(c) 2 or more offices of the corporation may be held by the same person.
Duty of care of directors and officers
122(1) Every director and officer of a corporation in exercising the director’s or officer’s powers and discharging the director's or officer's duties shall
(a) act honestly and in good faith with a view to the best interests of the corporation, and
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
(2) Every director and officer of a corporation shall comply with this Act, the regulations, articles, bylaws and any unanimous shareholder agreement.
(3) Subject to section 146(7), no provision in a contract, the articles, the bylaws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves the director or officer from liability for a breach of that duty.
(4) In determining whether a particular transaction or course of action is in the best interests of the corporation, a director, if the director is elected or appointed by the holders of a class or series of shares or by employees or creditors or a class of employees or creditors, may give special, but not exclusive, consideration to the interests of those who elected or appointed the director.
* For the full statute, please click on this link. Nothing should be read in the abstract and specific legal advice is always recommended.