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Feb
26 • 2017
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How are my corporation’s officers chosen and removed?

Unless your corporation’s articles of incorporation or bylaws provide otherwise, officers are chosen by the board of directors. See Cal. Corp. Code § 312. Unlike directors, officers do not have to be elected every year. Instead, once chosen, officers serve “at the pleasure of the board,” subject to any rights the officers may have under an employment contract. On the other hand, officers may resign at any time, though the corporation can still enforce its rights under any employment contract with the officer.