Board of Directors

(redirected from Board of managers)
Also found in: Dictionary, Thesaurus, Financial, Acronyms.

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 ?
In an effort to keep monthly fees at an affordable level, the property's board of managers had decided to pay for several years of ever increasing insurance premiums and other items out of the reserve account.
He is a member of Grandbridge's Board of Managers, Senior Leadership Team and Risk Committee, and he is a member of the Mortgage Bankers Association.
Knopp's board of managers is the LLC equivalent of a corporate board of directors.
Active in the community, Kawochka has served on the Greenpoint YMCA Board of Managers since 2003.
A IES Section Service Award, presented in recognition of five or more years of outstanding service to the Section that has significantly furthered the purpose of the Society continuously in various programs and activities, was awarded to Daniel Rogers, ICF International, member of the IESNYC Board of Managers, co-chair, Education Committee, co-chair, Control This!
Savanta[euro](tm)s chairman Thomas Muldowney, its chief executive officer Brent Brodeski and chief operating officer Richard Bennett, all of whom are also principals, will become part of the combined firma[euro](tm)s board of managers. They will be joined by Monitora[euro](tm)s president and chairman Glenn Kautt.
Onie's service in the Church included: Member of the board of managers, Sunday school teacher, choir member, pastoral care team, service in all areas of the Knox Ladies Aid.
Elevations Credit Union, Boulder, Colo., announced that Gerry Agnes, president/CEO, was appointed to the board of managers with the Credit Union Service Network Corp.
LISLE -- Midwest Real Estate Data has added five Illinois real estate professionals to its board of managers. Chad Gilbert, Ruth "Drussy" Hernandez, David Naso, and Royal Hartwig were selected for board seats through election by their peers.
M2 PHARMA-November 29, 2016-Aptuit names new chairman of the company's Board of Managers
M2 EQUITYBITES-November 29, 2016-Aptuit names new chairman of the company's Board of Managers
As president of the Society's largest section, Milton will oversee the workings of the section's board of managers and its 12 committees.

Full browser ?