Check whether the corporation must have a secretary and where any officer must reside
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the bylaws and the officer list, list the officers and any residence the certificate or bylaws require of them. Do not decide that an officer called secretary is required.
- What the lawyer must review
- The lawyer applies § 142(a). The corporation shall have such officers, with such titles and duties, as the bylaws or a board resolution not inconsistent with the bylaws state, and as may be necessary to sign instruments and stock certificates that comply with §§ 103(a)(2) and 158. One of the officers shall have the duty to record the proceedings of meetings of the stockholders and directors. Any number of offices may be held by the same person unless the certificate or bylaws provide otherwise. The section does not require an officer titled secretary, and it does not require any officer to reside in a particular place.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Consider narrowly defined preparation support after confirming the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.