HOW APPOINTS THE PRESIDENT OF A CORPORATION?

Answer 1

This depends on the relevant type of commercial or business entity.

In a corporation, the board of directors appoints or approves a system for appointing the chief executive officer. It is possible to have shareholder agreements that dictate the process for appointing a president or chief executive officer. These are determined in the corporation's articles of incorporation and bylaws.

Standard shareholder meetings have as one of their objectives the election of a board of directors, which, in turn, appoint management, including the president or chief executive officer. Management can but need not own and vote shares in the corporation, in which instance management can have a voice in the composition of the corporation's board of directors, and thus indirectly in their own position and disposition.

There are significant exceptions as to management and director acts and omissions that constitute conflicts of interest arising in the fiduciary duties of directors and management as to the corporations, in both State statute and the common law.

In a limited liability company, the title of "president" or "chief executive officer" is determined in provisions of the member agreement among members and between the members and the LLC. It is also possible for the members of a LLC to informally appoint a president or chief executive officer, who needs not be a member of the LLC. Similar agreements can operate for the various types of partnerships. LLCs and corporations and non-profit corporations can be members in LLCs and partners in partnerships, and thus corporations law and LLC law can affect the operation and existence of these entities.

The provisions of LLC member agreements and partnership agreements can and do explicate fiduciary and other duties and responsibilites accruing to LLC management and potentially leading to liability for acts and omissions on the part of management of LLCs and of LLC members. In addition, significantly, there are both common law and statutes that specify these rights and obligations, even where member agreements, shareholder agreements, partnership agreements, etc. are silent.

Non-profit entities are subject to specific State statutes and the nature of these vary from State to State. Usually, non-profits have members (distinguish from LLC members) and non-profits can hold assets and have liabilities, but do not issue shares, as for-profit corporations do. Non-profits also have internal mechanisms that dictate the appointment of management.