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 ?
Travel expenses of the members of the Board of Directors shall be reimbursed in accordance with the Company's travel policy.
the member receives financial remuneration from the Company other than the remuneration received as a member of the board of directors (or any of its committees);
Brooke Robbins: Board of Directors, Harrah's Gulf Coast
The decision to relinquish and end my services as member of the board of directors was made so that the company can be more open and if there are sensitive issues, the board members can discuss it more freely,' he said.
The USF Board of Directors in this meeting awarded a Rural Telephony and e-Services Project encompassing Khuzdar District which includes Karakh, Khuzdar, Moola, Zehri, Saroona etc to Pak Telecom Mobile Limited (Ufone), providing subsidy benefiting an un-served population of about 294,221, covering 725 unserved Mauzas.
Individual Member Representative (East) to the Board of Directors
CalCPA Board of Directors, vice chair: CalCPA Council; CalCPA Accounting Principles & Auditing Standards Committee, board liaison; CalCPA Management of an Accounting Practice, board liaison: CalCPA Management of an Accounting Practice Committee; CalCPA Technology Committee; Inland Empire Chapter Board of Directors: first, vice president, second vice president, director; Inland Empire Chapter Management of an Accounting Practice Committee: chair and co-chair; Inland Empire Chapter Technology Committee, chair.
Honorary members of the Society shall be designated by the Board of Directors, and may include, for example, Founders and Past Presidents of the Society of Rogerian Scholars.
It is that time of year to cast your ballot for officers, board of directors, ANA Delegates, and nominating committee.
Board of Directors meetings are held the 3rd Thursday of each month at the MNA Office from 5:45 to 8:00 pm, unless otherwise noted or agreed upon.
Caton has served as president of his local Music Teachers Association for two biennia; Tennessee state MTA president; Southern Division president, president-elect, secretary and collegiate competitions chair; and a member of the MTNA Board of Directors and FOUNDATION Board of Trustees (2000-2002) and MTNA Secretary/Treasurer (2003-2005).
The National Association of Independent Fee Appraisers recently elected four members to leadership positions on the National Association of Independent Fee Appraisers (NAIFA) board of directors.

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