A. As used in this section:
AGENT: Any director, officer or employee of a corporation, or any other person who is authorized to act on behalf of the corporation.
CORPORATION: Includes a firm, business, association, partnership, limited liability company, joint stock association, corporation or other legal entity, public or private, however organized.
HIGH MANAGERIAL AGENT: An officer or director of a corporation or any other agent in a position of comparable authority with respect to the formulation of corporate policy or the supervision in a managerial capacity of subordinate employees.
B. A corporation is strictly liable for the acts or omissions of its agents that constitute a civil violation.
C. A corporation is guilty of a criminal offense when:
1. The act or omission constituting the offense consists of an omission to discharge a specific duty of performance imposed on corporations by law; or
2. The act or omission constituting the offense is engaged in, authorized, solicited, requested, commanded, or tolerated by the board of directors or by a high managerial agent acting within the scope of his employment and on behalf of the corporation; or
3. The act or omission constituting the offense is engaged in by an agent of the corporation, other than a high managerial agent, while acting within the scope of his employment and in behalf of the corporation and: a) the offense is a gross misdemeanor or misdemeanor, or b) the offense is one defined by this code which clearly indicates an intent to impose such criminal liability on a corporation.
D. A person is civilly liable for an act or omission constituting a violation which he or she performs or causes to be performed in the name of or on behalf of a corporation to the same extent as if such conduct were performed in his or her own name or behalf.
E. A person is criminally liable for an act or omission constituting a criminal offense which he or she performs or causes to be performed in the name of or on behalf of a corporation to the same extent as if such conduct were performed in his or her own name or behalf.
F. Whenever a duty to act is imposed by law upon a corporation, any agent of the corporation who knows he or she has or shares primary responsibility for the discharge of the duty is criminally liable for a reckless or, if a high managerial agent, criminally negligent omission to perform the required act to the same extent as if the duty were by law imposed directly upon such agent. (Ord. 912, 9-14-2011)