Officers

Under the OBCA the directors of a corporation are authorized to designate the offices of the corporation, appoint officers, specify their duties and delegate to them powers to manage the business and affairs of the corporation, except for certain important decisions which the OBCA prohibits the directors from delegating at all. The usual practise is for the offices of the corporation and the duties of those holding such offices to be specified in the general by-law of the corporation.

An officer of a corporation is subject to the same obligations, minimum standard of care and the duty to disclose interest in material contracts as are imposed upon the directors.

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