While most jurisdictions allow the same person to act in all capacities, that person has different responsibilities depending on the capacity in which he or she is acting.
- Vice president
- Secretary (or clerk)
- Assistant secretary
- Assistant treasurer
Although most jurisdictions allow one person to serve in the three capacities of President, Treasurer and Secretary, the person’s responsibility and authority changes through the different officer positions the person assumes. For example, the president is typically responsible for entering into contracts for the corporation, the treasurer is responsible for maintaining and accounting for corporate funds, and the secretary is responsible for observing corporate formalities and maintaining corporate records.
In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers.
Typically, the authority and responsibilities of each officer are described in the corporate bylaws and may be further defined by an employment contract or job description.
The president: The president has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.
The treasurer: The treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the board of directors and be largely controlled by the president on a day-to-day basis.
The secretary: The secretary is typically responsible for maintaining the corporate records.