A director sits on the board of directors with the other directors of the corporation, if any. The board of directors is generally elected by the shareholders and is responsible for the supervision and control of the corporation. The board elects the officers of the corporation, oversees the management of the corporation, and conducts general corporate business in the annual meeting. Directors must make sure that major corporate actions are clearly written and were taken on behalf of the corporation. Directors have a fiduciary responsibility to the shareholders to keep their best interests in mind.

An officer is an individual who runs the business of the corporation with respect to day-to-day operations. These individuals form part of the senior management team and are designated with such titles as: President, Vice-President, Chief Executive Officer, Treasurer and the like.

President: The President is elected by the board of directors and has the overall executive responsibility for the day-to-day 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.

Vice President:The Vice President shares many of the responsibilities and powers of the President.

Secretary: The Secretary is typically responsible for maintaining corporate records.

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.

Yes. A corporation with one shareholder only requires one director. If there are two shareholders, there must be at least two directors. If there are three shareholders, there must be at least three directors. A single individual may simultaneously serve as President, Secretary and Treasurer. This is common in small corporations.

Every corporation must have a President, Secretary and Treasurer/Chief Financial Officer. Any other officers (such as Vice-President or Chief Operating Officer) are optional. One person may hold every office. If you have more than two shareholders, however, the President and the Secretary should be different individuals.

Only one director is required although you can elect to have more. Specifically, a corporation with one shareholder only requires one director. If there are two shareholders, there must be at least two directors. If there are three shareholders, there must be at least three directors.

Yes. The same person can be a shareholder, director and officer of a corporation. This is often the case in small corporations.

Yes. A single individual may simultaneously serve as President, Secretary and Treasurer. This is common in small corporations.

Generally, only a professional licensed to practice the profession being practiced by the professional corporation may be a shareholder. For example, only licensed chiropractors may own the stock of a professional corporation that provides chiropractic services.

The directors of some professional corporations (for example a law corporation) must be licensed professionals. Requirements vary for other types of professional corporations.

A corporation that has only one shareholder need have only one director (who must be that shareholder). That shareholder must also serve as a President and Treasurer of the corporation. The other officers of the corporation in that situation generally need not be licensed persons.

A professional corporation that has only two shareholders need have only two directors (who must be those shareholders). The two shareholders must fill the offices of President, Vice President, Secretary, and Treasurer.