The last several posts have been examining the definition, or lack thereof, of the term "officer".   The term is widely used, but is not necessarily defined by in corporation laws.  As noted in the first of these posts, Section 312 of the California Corporations Code does not define the term but does require that corporations have certain specified officers.   Delaware does define the term for purposes of its personal jurisdiction statute but not in its General Corporation Law. See Delaware Does And Doesn't Define "Officer".  Delaware's definition, moreover, is hopelessly circular - an officer means an officer.  See Delaware's Definition Of "Officer" Fails To Define "Officer. 

Officers are a subset of corporation agents.  Employees are another.  The problem is identify what makes an officer different from an employee or some other agent.  Because titles and duties can vary widely, it is difficult to fashion a definition based on titles and/or duties.

If I were asked to define "officer", my definition would be a natural person who occupies a position [i.e., an office] established by or in the manner set forth in the articles of incorporation or bylaws and/or having duties prescribed by the articles of incorporation or bylaws.  See Off. of U.S. Tr. v. Fieldstone Mortg. Co., No. CIV.A. CCB-08-755, 2008 WL 4826291, at *4 (D. Md. Nov. 5, 2008)  (quoting 2 William Meade Fletcher, Cyclopedia of the Law of Private Corporations § 266 (“One distinction between officers and agents of a corporation is the manner of their creation.   An office is created by the charter of the corporation, and the officer is appointed or elected by the directors or the shareholders.”  

Some might add to this definition the manner in which a person is appointed.  However, some officers are appointed by the board of directors and some may be appointed by another officer.