Arizona law does not require any particular title or number of officers to serve the Corporation. The only requirement is that the Corporation has to have at least one officer. The Corporation can have multiple officer positions filled by the same person. For instance, a Corporation may have one shareholder who also serves as the sole director of the Corporation and has the title of President, Secretary and Treasurer. If the Corporation has different individuals serving in the various officer roles, we recommend that two different people serve as the President and the Treasurer. Under AZ law, if the Corporation issues shares, the President and the Secretary are responsible for signing the share certificates. It is a good internal security system to have two different people in these roles so it will require two people to issue the shares. If there is only one person who serves as the President and the Secretary, you have less oversight as to the share certificates. The Board of Directors is responsible for appointing the officers.
If the Corporation decides to create officer positions, the following officer positions and corresponding roles are the most common.
The President is the chief executive officer of the Corporation and is subject to the direction of the Board of Directors. The President’s role is to supervise and control the business affairs of the Corporation and exercise general supervision over the Corporation’s officers and agents.
During the absence or incapacity of the President, the Vice President shall perform the duties of the President. When the Vice President is acting for the President, he/she shall have all the powers and be subject to all the responsibilities of the Office of President and perform such duties and functions as the board of directors may prescribe.
The Secretary keeps the minutes, or the meeting notes, of the meetings which are held by the shareholders and the Board of Directors. The duties for the secretary include the following: provide all notices to shareholders or the Board of Directors in accordance with the provisions of the corporation’s bylaws or as required by law; being the custodian of the corporate records and of the seal of the Corporation; keeping a register of the post office address of each shareholder as shall be furnished to the Secretary of each shareholder; countersigning with the President the certificates for shares of the Corporation; having general charge of the stock transfer books of the Corporation; and perform all duties as from time to time may be assigned by the President or by the Board of Directors
The Treasurer has general custody of all funds and securities of the Corporation. The Treasurer keeps a full and accurate account of receipts and disbursements in the corporate book, and deposits all moneys and other valuable objects in the name of the Corporation in such depositories, or safe deposit boxes, as is designated by the Board of Directors. Regular books of account will be kept under his/her direction and supervision. The Treasurer also submits a report of the finances of the Corporation whenever requested by the President or Board of Directors, and the Treasurer submits a similar report at each annual meeting. The Board of Directors may require the Treasurer to give such Bond as the Board designates.
The Board of Directors has the authority to create additional officer roles and provide the duties and powers that it deems appropriate. Examples of additional officers include Chief Technology Officer and Chief Operating Officer.