Corporate Governance Lawyer

Christopher R. Neufeld

Neufeld Legal Professional Corporation

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OFFICERS: GOVERNANCE, RESPONSIBILITY, LIABILITY

 Board of Directors  -  Sub-Committee  -  Officer  -  Director  -  Shareholder

The officers elected by a company's board of directors are charged with overseeing, managing and operating the day-to-day operations of the company. Their efforts enable the corporation to realize its stated agenda, while managing the trials and tribulations that are all too common with the operation of a business. For not only are the officers the face of the company, they are also its immediate problem solvers, as they must institute those actions that are necessary for dealing with problems as they arise in real time.

Officers hold a number of titles, from president, chief executive officer (CEO), chief operating officer (COO), chief financial officer (CFO), vice-president, secretary, treasurer, etc., with their roles and hierarchy being largely set out in the corporation's by-laws and thereafter from company directives and practices that are established over time.

The Alberta Business Corporations Act also provides some statutory requirements related to officers, in particular in Part IX (Directors and Officers). Section 121 is a key section pertaining to officers, and reflects the limited statutory impositions of the Act as to what is required of a corporate officer, stating that:

"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."

At Neufeld Legal PC, we work with corporate officers in understanding their responsibility to the company and the law, providing them with legal guidance relative to corporate governance, responsibility and liability issues. For further information with respect to our corporate governance practice as it relates to company officers, contact lawyer Christopher Neufeld at Chris@NeufeldLegal.com or 403-400-4092.

Corporate law in Calgary and Alberta is driven in part by statute and the interpretation / application thereof. A key statute is the Business Corporations Act (Alberta), with the following being a segment thereof that is of significance: 

"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. ..."

It should nevertheless be noted that this represents merely an extract from the statute, with the full text being available at the following link. Also, it is advisable in almost all circumstances to engage knowledgeable legal counsel to deal with matters of a legal nature and how the provincial statute impacts your business.

The law offices of Neufeld Legal P.C. (headquartered at 1600, 144 4th Avenue, Calgary, Alberta) are directed at provided businesses in Calgary, and throughout Alberta, with experienced and competent legal services that are intended to assist in the advancement of business-related legal projects, from contracts and buying/selling a business to joint ventures / strategic partnership and commercial financing. Much of my professional and personal drive emanates from a desire to truly understand the inner workings of business and how it is possible to make businesses succeed and thrive financial, which I have sought to bring to my legal practice and work with business leaders who are striving to make the most of their opportunities, while overcoming substantial challenges as they arise. Calgary. Legal Disclaimer. Privacy Policy. Copyright 2014.