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An officer of a corporation who is not an officer de jure, but exercising the powers of, the office under the claim and color of an election or appointment.

A de facto officer is one who actually assumes possession of an office under the claim and color of an election or appointment and who is actually discharging the duties of that office, but for some legal reason lacks de jure legal title to that office. WILLIAM MEADE FLETCHER, FLETCHER CYCLOPEDIA OF THE LAW OF PRIVATE CORPORATIONS § 374 (perm. ed., rev. vol. 1998) ('FLETCHER'); see also State ex rel. James v. Schorr, ...