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A is corrent because officers of a corporation are agents of that corporation having actual and apparent authority to manage the business; consequently, officers occupy a fiduciary relationship with the corporation.
B is incorrect because officers may be removed by the board of directors without cause and without any form of approval from the shareholders whenever in the board’s judgment the best interests of the corporation are served. In such a case, the officer removed may have an action for breach of contract.
C is incorrect because officers are appointed by the directors of a corporation who are in turn elected by the shareholders.
D is incorrect because the directors of a corporation, and not the officers, have the power to declare dividends or other distributions to shareholders.