The president is the primary officer and supervises the corporation's business affairs. This officer sometimes is referred to as the chief executive officer, but the ultimate authority lies with the directors. The vice president fills in for the president when she or he cannot or will not act. The secretary keeps minutes of meetings, oversees notices, and manages the corporation's records. The treasurer manages and is responsible for the corporation's finances.
Officers act as a corporation's agents and can bind the corporation to contracts and agreements.
Many parties dealing with corporations require that the board pass a resolution approving any contract negotiated by an officer, as a sure way to bind the corporation to the contract. In the absence of a specific resolution, the corporation still may be bound if it ratified the contract by accepting its benefits or if the officer appeared to have authority to bind the corporation. Courts treat corporations as having knowledge of information if a corporate officer or employee has that knowledge. But most litigation about fiduciary duties involves directors, not officers. An officer does not face personal liability for a transaction if the officer merely acts as the corporation's agent.