a. need at least two;
b. elected by BOD;
c. officers (unlike directors) are agents!
i. officers need authority to enter into a K to bind the corporation
ii. BOD authorized Agent to make the K
iii. bylaws authorize the Agent (VP) to make Ks
iv. apparent authority (corp. manifestation to 3P)
1. course of dealing
2. agent thinks there is authority b/c made deals like this before
3. if first K with this 3P-company, probably no apparent authority (need express)
4. 3P should get written resolution from BOD or minutes where authorized!
5. Pres/CEO binds corp. in ordinary course of bsns generally
6. VP replaces pres. if needed & Sec and Treasurer generally don’t bind corp.
v. corporation ratifies the K (e.g. make pymts.)
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