(a) When used with respect to a corporation, any person appointed or designated as an officer of such corporation by or pursuant to applicable law or the articles or by-laws of the corporation (or, in case the corporation has no articles or by-laws, the closest equivalent documents) or any person who performs with respect to the corporation functions usually performed by an officer of a corporation. However, “officer” does not include any director of a corporation who neither participates nor has authority to participate in the management or affairs of such corporation otherwise than in the capacity of a director.

(b) When used with respect to a specified person other than a corporation, any person who performs with respect to such specified person functions usually performed by an officer of a corporation with respect to such corporation.