What stipulates the authority of corporate officers?

The authority of corporate officers is primarily determined by the Articles of Incorporation, by-laws, and board resolutions. These documents outline the organization's governance structure and define the power and responsibilities assigned to officers within the corporation.

The Articles of Incorporation serve as the foundational document that establishes the corporation’s existence and details its basic structure. The by-laws are adopted by the board of directors and delineate the rules and procedures for the corporation’s internal management. They cover aspects such as the duties of officers, their powers, and how they operate within the organization. Board resolutions may also grant specific powers or responsibilities to particular officers, further clarifying their authority in various contexts.

In contrast, while the corporate charter is fundamental, it does not provide the comprehensive detail regarding the operational authority of officers as the combination of the Articles of Incorporation, by-laws, and resolutions does. Majority consent from shareholders or state regulations may influence governance but are not the immediate source of authority for corporate officers. Thus, the collective governance documents distinctly establish the scope and extent of an officer's role within the corporation.