Officers: who elects them and how can they be removed?

• A. Elected by board and may be removed with or without cause
• B. Elected by shareholders and may be removed with cause only
• C. Elected by board with removal only for cause
• D. Appointed by COI and cannot be removed

Answer: (A)

Officers are chosen by the board of directors and serve at the board’s pleasure. In New York practice, the board has the authority to appoint and also to remove officers, and removals can be with or without cause (as long as there aren’t binding contractual rights that require a different treatment). Shareholders elect directors, not officers, so officers aren’t elected by shareholders. The board’s power to remove is not limited to “for cause,” and it isn’t exercised by an external body like a COI. That combination—board appointment and at-will removal by the board—best fits how officer governance works.