Who is an “officer” of a corporation? That is the straightforward, yet complex, question this Article seeks to examine and answer. Corporate law contemplates three distinct actors involved in the governance of the corporation–directors, stockholders, and officers. State corporate statutes make clear the identities of the first two actors, yet “officer” is left relatively undefined. The definitional uncertainty surrounding “officer” results in individuals moving in and out of officer status in a chameleon-like fashion. The variable nature of “officer” in corporate law is problematic because officer status carries with it distinct legal consequences. Linguistic precision is vital to the development, practice, and application of corporate law, but to achieve this there needs to be clear delineation of “officer”’s legal meaning. This is necessary for individuals to understand their legal responsibilities and authority, and lawyers and judges to communicate efficiently and effectively. If left unresolved, definitions will be determined ex post, allowing parties to opportunistically define “officer” to fit their particular argument or position.

The recent rise of private ordering in corporate governance has highlighted the need for consensus and predictability with respect to delineating “officer” status. This paper proposes a prototype-centered definition of “officer” that incorporates both objective and subjective criteria. The result is a nuanced definition that accounts for the legal and traditional officer roles that are contemplated in corporate jurisprudence. The proposed definition accounts for existing statutory regimes and stabilizes the meaning of “officer” as a category of corporate actor.