Board of Directors

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Board of Directors

A group of people comprising the governing body of a corporation.

The shareholders of a corporation hold an election to choose people who have been nominated to direct or manage the corporation as a board. In the past nearly all states required that at least three directors run a corporation. The laws have changed, however, since many corporations have only one or two shareholders and therefore require only one or two directors to serve on the board.

Directors are elected at the first annual meeting of shareholders and at each successive annual meeting for one-year terms, unless they are divided into classes. In a corporation that divides its directors into classes, called a classified board, conditions are often imposed concerning the minimum size of the board, the minimum number of directors to be elected annually, and the maximum number of classes or maximum terms. The purpose of a classified board, which is expressly permitted by most statutes, is to make takeover attempts more difficult by staggering the terms of the directors.

Removal of a director during the course of his or her term may occur for cause by shareholders or by the board itself if there is a provision in the bylaws or articles of incorporation that confers such power upon them. The removal of a director for cause is reviewable by a court. Many jurisdictions have put into effect statutes that concern the removal of directors with or without cause.

The functions of directors involve a fiduciary duty to the corporation. Directors are in control of others' property and their powers are derived primarily from statute.

Directors are responsible for determining and executing corporate policy. For example, they make decisions regarding supervision of the entire enterprise and regarding products and services.

Liabilities of directors extend to both their individual and joint actions. A director who commits a tort against his or her corporation can be held personally liable.

Directors are bound by certain duties such as the duty to act within the scope of their authority and to exercise due care in the performance of their corporate tasks.

board of directors

n. the policy managers of a corporation or organization elected by the shareholders or members. The Board in turn chooses the officers of the corporation, sets basic policy, and is responsible to the shareholders. In small corporations there are usually only three directors. In larger corporations board members provide illustrious names, but the company is often run by the officers and middle-management who have the expertise. (See: corporation)

See: management, supervision
References in periodicals archive ?
Chairman BoD Pesco Malik Mohammad Asad Khan said that we have to improve Pesco's performance and to develop it as a Consumer Friendly Company.
With the SOLVOX system in place, colloidal and soluble BOD is converted in the EQ tank in one of two ways: 1) Some is oxidized to carbon dioxide and water, which creates energy for the biomass, 2) some is converted into biomass, which is easily skimmed off by the DAF unit.
Dw i wedi bod yma nawr ers 15 mlynedd ond mae pob diwrnod yn wahanol ac mae'n rhaid bod yn barod i wynebu unrhyw broblem.
Y gwir amdani ydi nad ydan ni wedi cyfarfod y person iawn (ar yr amser iawn) a'n bod ni'n gwrthod setlo am yr un anghywir.
Dwi wedi clywed am dipyn sy'n gwylio'r gyfres ar lein sy'n awgrymu bod cynulleidfa ifanc yn gwylio," meddai Rhys, sy'n wreiddiol o Garndolbenmaen, ond bellach yn byw yng Nghaerdydd.
At Royal Fitness & Nutrition, we are able to provide this service to you because just like the Ravens and NIH, we have the trained professionals capable of operating BOD POD and analyzing its results.
Am gyfnod roedd Dani a Gemma yn rhannu fflat ac yn gwneud lot efo'i gilydd ond nawr bod Dani efo Gary ac yn helpu i fagu Gwern, does ganddi ddim llawer o amser i Gemma.
Dwi ddim yn meddwl bod gan Barry lawer o ddiddordeb yn Dani erbyn hyn a dweud y gwir," meddai Ffion Medi Jones a ddaw o ardal Caernarfon sy'n chwarae Dani ers tair blynedd ar ddeg bellach.
Ers misoedd bellach, mae Garry a Dani wedi bod yn cadw cyfrinach oddi wrth Brandon fyddai'n chwalu ei fywyd - sef eu bod nhw wedi treulio noson gyda'i gilydd yn Newcastle.
As such, the BOD can reasonably conclude that the targeted weakness evident in Northfil (lack of fibrous integrity) can be resolved favourably without any adverse compromise to the other desirable properties inherent in Hedman's unique antigorite.
PESHAWAR -- A meeting of the Board of Directors Pesco held here at Wapda House with Malik Muhammad Asad Khan Chairman BoD in the chair today expressed concern over rise in line losses by three percent during the period JanuaryDecember 2014.