Evp Profile - Part B Form: Fill & Download for Free

This subject is covered — as with all things legally speaking: mostly/in part — by Article 3 of the Uniform Commercial Code (UCC). The UCC is a federal law that many, but not all, state and local jurisdictions have adopted. While I’m going to rely on this, I’m also going to rely on my extensive experience; and, for the record, I am in Texas.Let’s deal with some ambiguities in the question, first.Is the business incorporated (this includes nonprofits)?Is the office manager an officer or director of the corporation? — Here, director refers to having a seat on the board of directors (BOD) of the corporation, not that managing director, e.g., (of some division) is your job title.A managing director or other director, where that is a job title, may be an officer of the corporation. That would matter. For instance, a managing director might also hold the title of Vice President.A corporate charter, usually registered with the Secretary of State of some State (e.g., Delaware), will ask for a listing of important people: the President, usually at least one Vice President, a Secretary, and a Treasurer, though it’s not uncommon for those last two roles to be united as Secretary-Treasurer. — These are your corporate officers. At least, the most basic ones.Notice: CEO and CFO, etc. — these are not listed.A corporation’s (and really, any business’s) bylaws will set out how directors of the Board will be chosen; how many; etc. And, in here, you may find the C-suite titles, like Chief Executive Officer and Chief Information Officer.A limited liability company (LLC) has members and managers. The various types of partnerships have partners, of course (and partners can be corporations or LLCs).It appears that the office manager should how the business he or she works at was formed. — Don’t trust the way the business’s name is styled on the sign outside; that tells you nothing about what is really going on.However, if you don’t even know if you’re an officer of the company, it might not matter. Unless it does. — So, if you’re going to be endorsing bad checks, you should figure this out.One thing that may help you, in any situation, is to sign the check in a way that indicates your representative capacity. For instance:Jared Maloney, CFOXYZ 123, INC.—You are making it known thatThis is a business, so put your job title after your signature. — You are signing in a representative capacity only.Don’t rely on the preprinted information at the top of the check. — You are signing on behalf of (OBO) something or someone else. Write that thing or person’s name on the check near where you signed your name and indicated your title with respect to that thing or that person.A sole proprietorship may have a name like Maloney’s Computers. It may also have a name like Computer Depot. — What’s missing is that the second version is a sole proprietorship operating under an assumed name, and the full title of the business might be Jared Maloney doing business as Computer Depot.The is a presumption, almost, that the owner of the sole proprietorship is the officer-equivalent. In fact, he or she may say that he’s the President of the company, or Owner of the company, interchangeably.Be careful, though. Most anything can have an assumed name.→ XYZ 123, INC. DBA Computer Depot is probably a valid business name. That means it’s a corporation even though it doesn’t have to say INC. on the end of its business signs!—And, this can get even more complex. LLCs can choose to be taxed like a sole proprietorship, or like an S-Corp., or like a C-Corp.Yes. — More than one type of corporation exists.—I’ve likely already lost 75% of my readership by now, so I won’t even talk about hybrid business structures where a general partnership has a corporation as the general partner and an LLC as the limited partner, and each has the same or different officers. — Attorneys and bright businesspeople (or conmen) can do some very interesting things if they have the internet and money for the filing fees.Let’s explore the sole proprietorship situation and assume you, the office manager, don’t know if the business is really structured as a sole proprietorship or if you’re an officer or director of the company yourself.You know you are an authorized signer on the bank account. Now, I’m bringing in the banking aspect of this.The other authorized signer on the business’s bank account is the President.You have a choice now. You’re not sure if the bank account will have enough funds in it to clear the check when it is received and presented by the recipient to his/its bank (and then by that bank to your business’s bank).How do I sign?—Jared Maloney, Office ManagerComputer Depot—Jared Maloney, OBO John Doe, President of Computer DepotIn today’s time, if you sign the second way, I doubt the check will have any trouble getting cashed by its recipient, so long as that recipient doesn’t present it directly to a teller of your bank.Years ago, I worked in new accounts at a retail bank, and I never saw such a signature on the signature card of any form of deposit bank account. — I wouldn’t have allowed that to be the signature of record on one, and I would have been very wary to authorize a teller to cash a check that was signed that way.This is how that works!The term relationship banker exists, and that gives you the idea that you have a specific person you deal with at your local bank. He or she is your banker. So, if you started your relationship with me on the deposit side of the bank, then your account would have my initials on it for bank employees to see. — Should there be an issue with you in the future, there was a good chance someone would call me about you for analysis or decision-making.If, however, you got a loan, and even sometimes when you were just a relatively big business customer, the officer assigned to you would be your lender. — Lenders tend to have titles like AVP, VP, SVP, and EVP. President, too, of course.At that point, your account, on its profile that bank employees could see, would see the initials of your officer as primary and then mine as secondary.For routine matters — for instance, you have a problem with a teller — and, that’s what we’re talking about now — a funny check is trying to be cashed issued from that account — the teller would call me first. If I couldn’t solve the problem within what I considered my relevant risk profile, or if it dealt with credit issues (e.g., “Does the loan officer want to honor your bad check or let it bounce?”), then I’d call up your lender, or his or her boss — if your lender was busy — to get an answer.Repeating, the issue is with the signature line sayingJared Maloney, OBO John Doe, President of Computer Depot—If a teller called me up, I’d check to see who the authorized signers were on the account. If Jared and John were both signers, then I don’t know if I would’ve cared.It just reads “An Authorized Signer on behalf of Another Authorized Signer, (who’s) President of The Company Named on the Account.”While that’s not the signature exactly found on the signature card (or the list of authorized signatures addendum), it contains the signature of one of the signers.If that was all in print, then that’s not a valid signature on the check. Obviously, you’d signed your name and print the President’s name. Don’t sign his name too!In either of the cases (whether Jared signed with his title [Office Manager], or if he signed in the OBO way), what if Jared Maloney is not an authorized signer on the check?—If that check is presented directly to a teller or other officer of your bank, and that person takes the time to figure out you aren’t an authorized signer, then the check won’t be honored. — The person (e.g., your employer or vendor or whoever) will be turned away.That’s not just bank policy. It’s a bank’s policy because banking regulations demand that it be bank policy. At least for banks that are FDIC-insured.And, on the flipside, as I said before, no matter how you sign the check (to create some idea of relinquishing all personal liability related to understanding of probable NSF situations in the future of that check!) — if you’re an authorized signer on the account — it’ll likely be cashed if the check is presented directly to your bank.And, if the person or the representative of the business, to whom the check was written, presents the check electronically to their own bank, or in a night deposit bag, or in a big ol’ bag with other checks and monies, — and, even if it’s presented alone to a teller of his or its bank — the likelihood that it will be cashed is high.So. You can attempt to mitigate your personal liability for understanding beforehand that the check you are writing will not be cashable, in the future, immediate or otherwise, due to insufficient funds, by changing the way you sign the check.So long as you’re not an officer (or, perhaps, just a director) of the business or nonprofit. — Maybe.Let’s compare a few situations. We will assume that all people are signers on the bank accounts.Janet is the Chief Executive Officer and President of a corporation. She is also the office manager, but she’s not the bookkeeper. She writes a check without asking the bookkeeper if the check will be any good.You can forget the CEO title, here. That’s not the type of officer we care about. President is, though!Signing as the Office Manager doesn’t mean squat, here. You can’t reasonably expect to use a lesser title to get out of personal liability.The notion that there is a bookkeeper doesn’t mitigate anything. Prior to writing the check, Janet could’ve called the bookkeeper; called the bank and checked the account balance; or, waited to write and deliver the check until such things could be done to make her certain she would not be committing check fraud.Janet has a risk, here, of being personally liable, because the President of the company, in most situations, has the ultimate authority to view any financial statements of the company. The President usually signs tax returns for a corporation; or, at least, that’s a possibility. The IRS would accept it.That risk is less, but not theoretically impossible to realize, if she signs the check as Janet, President of XYZ 123, INC.Sam is the husband of the 100% shareholder/owner of XYZ 123, INC. His wife, Janet, is the President, and he holds the somewhat ceremonial title of Treasurer, because he has his own job and doesn’t really do much but bookkeeping for the business at night. He is the night bookkeeper and the titular office manager. — When he arrives to start his work, his wife, Janet, calls him and tells him to prepare a check for $10,000 made payable to one of her vendors.Is the amount of that check high, in his experience, for the corporation to make on the spur of the moment?The bank is closed and he has no access to online banking for this account.He will know the actual book balance of that account when he’s done with his night work, but he hasn’t even started.Sam has risk, here, of being personally liable. He is the Treasurer of the corporation. Despite being ordered to prepare a check and deliver it to a vendor on demand, he could choose to ignore that. — The President can’t fire the Treasurer. Only the Board of Directors can fire the Treasurer. — If the President, his wife, doesn’t want to wait for him to do his work, so that he is comfortable with writing the check himself, then she can come in and sign the check herself.Signing as Sam, Treasurer, XYZ 123, INC. may shield him, but this set of facts may not bear that out.Oscar started out at a corporation as the office manager. Over the years, he was promoted to hold the position, also, of Chief Financial Officer, but he was still the titular office manager. He no longer held a primary bookkeeping function at the company, but he did review all of the corporation’s financial statements. He had been elevated to CFO by a meeting of the BOD, but no change had been made to the corporate charter. If you checked with the Secretary of State (SOS), his name would not be found listed with the SOS. A Vice President of the corporation just called him and told him to authorize payment for all invoices currently owed to a particular vendor, because the VP was upset with it and intended to switch to a new vendor. Once he is off the phone, he calls down to an accounts payable clerk and orders him to prepare a check, to the vendor, for all outstanding invoices. While the A/P clerk was working, he checked the bank account balance and his cash flow data; and, determined that the check would likely be returned NSF. Pretty soon, the A/P clerk knocks on his office door and brings in the check for him to sign.Is the VP who called him listed on the corporate charter? — Oscar checks, and he is. Despite Oscar’s in-house title of CFO, the VP is his boss. (We’ll assume that the bylaws don’t say otherwise, but that is really an internal matter.)Oscar checks the authorized signers list for the bank account and sees that he is an authorized signer but the VP in question is not.In order to verify that the VP understood what he was asking Oscar to do, he called the VP back, but he didn’t answer. — What do the corporate bylaws and associated memoranda, if any, say should be done in this situation? — He looks, and the bylaws are nonspecific.He places a call to his boss, the President, who is also the boss of the VP. — The President, also, does not answer.Based on this, he signs the check and asks his assistant to make sure it got in the day’s outgoing mail.It is unlikely that Oscar will face any personal liability if this check bounces when the vendor deposits it.This is when, absolutely, the CFO should sign as Oscar, Chief Financial Officer, XYZ 123, INC.However, that doesn’t mean that the corporation won’t be held criminally liable. Oscar may avoid personal liability for this decision, but he may face it (i.e., the corporation may face it); and, it might be a criminal charge, not just a civil one.His job may be in jeopardy! Of course, it may have been in jeopardy if he refused to sign the check and send it on. — Without any help from bylaws or other corporate policies related to this event, he’s in a pickle.He may be screwed either way. — If anything, if he’s fired for his decision, either way, he has a good case for unemployment benefits.Finally, let’s run the simplest scenario.Sarah is the office manager for Johnny B. Goode dba Goode’s Goods. Johnny is the owner of the company, and he rules it with an iron fist. He’s in control of everything. She knows the company is a sole proprietorship; they’ve talked about it before. Johnny calls her up and says a subcontractor is expecting a $2,500 payment. He’d forgotten to tell her; she needed to write the check and go to the post office and overnight it to the subcontractor. She does as she’s told. She has no access to any financial information. On no check she’s ever written has she known whether it would clear or come back NSF. — That was above her pay grade.Sarah opens herself up, with each check she writes, to civil liability. → She can be sued.If she has the ability to sign checks, as an authorized signer on the account, she really should have the ability to make sure those checks will be good on arrival.However, there’s no way (seemingly) that she can form the intent to defraud requisite for criminal liability.She still should sign Sarah, Office Manager, Goode’s Goods.—As for the owner? → No luck for him. He is not operating in a corporate/fiduciary capacity. He has criminal and civil liability for this action and all others like it.This is why people incorporate their businesses.The last aspect to cover in this answer involves facsimile signature stamps.You can sign your name, which is the signature that is found on the business’s business bank account signature card, and turn it into an ink stamp.Your secretary or assistant or office manager or VP — anybody — can use that to stamp your signature onto a check.Some banks don’t allow facsimile signature stamps on bank account signature cards, but — for reasons similar to those I said before — they likely will be accepted at other banks, and even if your bank doesn’t accept such checks, they will likely process them if they come from another bank, because no one looks at them.I’ve never had any problems with them.A pretty big businessman I did business with had his mother law as his office manager. — She had a facsimile signature stamp which had her signature as the stamped signature!So, even though she could sign the checks, per the bank, she chose to stamp the checks with the ink stamp instead. Same signature! — Different ink.I believe she did that for liability reasons, not laziness. — By definition, the facsimile signature can be stamped by anyone, so you can never really pin down who did it.I know a bank that prints, on most checks, the facsimile signature of the bank President, and then whatever officer (or teller) has issued the check initials next to the computer printed facsimile of the President’s signature.This is a clever, de facto way of saying, “Jane Doe on behalf of Jack Dooley, Bank President”.When I’ve headed departments that use facsimile signature stamps, I have people, including myself, initial next to the signature stamps on the checks. — It’s more for a risk management/ease-of-verification purpose.Donald Trump always signs documents with a special pen. — That’s not unique to him. — I have a special pen I use to sign my signature.If you don’t have that marker or pen, respectively, then you can’t recreate the signature, no matter how talented you are.The same thing goes with that facsimile signature stamp, or printed signature. — Even if you’ve expertly copied how someone signs his or her name, you’ll never get it right because you lack the correct ink (and sometimes, paper).United States currency is signed by facsimile.If you are an office manager, and you don’t want to be responsible, use a facsimile signature stamp for whatever someone else has authorized you to be issuing checks.Maybe that person is the President of the company.If you have the authority to sign documents or checks (→ the facsimile signature stamp can be used on more than just checks!), then sign them if you feel comfortable with them.If you don’t know what you’re signing, or you’re not comfortable with it, pull out that stamp and use it!I would, and I do.When I worked at the retail bank, I could sign checks only up to a certain amount, even though I processed transactions that required me to produce checks in the millions of dollars. In order to make sure those checks would be honored by the bank, I had to make sure that I found someone else, with a higher signing limit, to co-sign with me.I had a friend who was one of the Executive Vice Presidents of the bank, and I tended to go to her. — Don’t think she signed things just because I asked!I brought her my supporting documentation and showed why I was sending so much money out of the bank. — Only once it made sense to her would she affix her signature.If you want to be the safest you can be, never sign anything you can’t confirm won’t come back as fraudulent.If you aren’t seeming to be able to achieve that, as the office manager of a business, then get your boss to sign on the order form for a facsimile signature stamp, and then, everything that comes out of the office, which he authorized you to produce when he hired you, will have his name on it.And, that will serve de facto to say: “Me OBO My Boss”.Given you have no choice in the matter, as these are orders you’re being given, you should be fine. But, to be safest — if you know (as President Trump’s White House attorney might have said) crazy shit is going on — you might just wait until someone else can sign the checks or documents, so that you have no record on them, legally; you just produced them on demand or order.If you get fired for being that careful, then you are likely to win your unemployment appeal, if everything else is satisfied, because requiring you to take on personal criminal or civil liability is not a valid power of a business manager, executive, or owner. — An order to break the law, including to be part of a conspiracy to defraud, is not a valid order.