Form with which the board of directors of a corporation accepts the resignation of a corporate officer.
Form with which the board of directors of a corporation accepts the resignation of a corporate officer.
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Generally, the board of directors is responsible for making major business and policy decisions and the officers are responsible for carrying out the board's policies and for making the day-to-day decisions.
The board of directors appoints corporate officers to handle daily operations. The corporate officers usually consist of a president, one or more vice presidents, the secretary, and a treasurer. You might be familiar with terms like CEO (chief executive officer) or CFO (chief financial officer).
While shareholders can elect directors, normally annually, they can not remove an officer. Only the Directors can.
Directors guide and are involved in the fundamental decisions of the corporation on behalf of the shareholders. Officers are selected by the directors and run the day-to-day operations of the corporation. These do not need to be separate people. Any person can fill all three positions.
A director can resign at any time as a director by giving notice to that effect. Unless there is a provision to the contrary in the corporation's By-Laws, a director's resignation can be oral (i.e., he/she can resign verbally during a board of directors' meeting).
As a resigning director, you'll need to consult your directors service agreement to ensure you comply with any notice periods or clauses such as restrictive covenants. Your resignation letter should state your intention to resign and advise that you will be ceasing to act as a director at a specific date in the future.
Make your fellow directors aware of your intention to resign. You will need to check your employment contract or service agreement for any notice period required, and then formally notify the company in writing.
Remove directors from the board. The shareholders can vote to remove directors from the board before their terms expire, with or without cause, unless the corporation has a staggered board. The shareholders can then vote to replace the directors they removed.
When comparing an officer vs. director, a director is the person who takes part in managing important business affairs, while officers oversee daily aspects of a business. Officers are also directly involved in the daily management affairs of the business.
Officers are appointed by the board of directors to run the day-to-day operations of the corporation.