A board of directors is a body of elected or appointed members who jointly oversee the activities of

a company or organization. Other names include board of governors, board of managers, board of
regents, board of trustees, and board of visitors. It may also be called "the executive board" and is often
simply referred to as "the board".
A board's activities are determined by the powers, duties, and responsibilities delegated to it or conferred on it
by an authority outside itself. These matters are typically detailed in the organization's bylaws. The bylaws
commonly also specify the number of members of the board, how they are to be chosen, and when they are to
meet. However, these bylaws rarely address a board's powers when faced with a corporate turnaround or
restructuring, where board members need to act as agents of change in addition to their
traditional fiduciary responsibilities.[1]
In an organization with voting members, the board acts on behalf of, and is subordinate to, the organization's
full group, which usually chooses the members of the board. In a stock corporation, the board is elected by
the shareholders and is the highest authority in the management of the corporation. In a non-stock
corporation with no general voting membership, the board is the supreme governing body of the institution; [2] its
members are sometimes chosen by the board itself.[3][4]
Typical duties of boards of directors include: [5][6]

governing the organization by establishing broad policies and objectives;

selecting, appointing, supporting and reviewing the performance of the chief executive;

ensuring the availability of adequate financial resources;

approving annual budgets;

accounting to the stakeholders for the organization's performance;

setting the salaries and compensation of company management;

The legal responsibilities of boards and board members vary with the nature of the organization, and with the
jurisdiction within which it operates. For companies with publicly trading stock, these responsibilities are
typically much more rigorous and complex than for those of other types.
Typically the board chooses one of its members to be the chairman, who holds whatever title is specified in
the bylaws or articles of association. However, in membership organizations, the members elect the president
of the organization and the president becomes the chairman of the board, unless the bylaws say otherwise. [7]

1.

Anderson, Raymond; Sawyer, Hugh. "The Board of Directors as an Agent of Change in Turnarounds". Transaction
Advisors. ISSN 2329-9134.

2.

Jump up^ Robert, Henry M.; et al. (2011). Robert's Rules of Order Newly Revised. Philadelphia, PA: Da Capo
Press. p. 9. ISBN 978-0-306-82020-5.

3.

Jump up^ "How are the directors selected?". Commonwealth of Virginia, State Corporation Commission,
Business FAQs. Retrieved 2011-04-08.

4.

Jump up^ "Chapter 181, Nonstock Corporations (Sect. 181.0804)" (PDF). Wisconsin Statutes Database.
Retrieved 2011-04-08.

5.

Jump up^ McNamara, Carter. "Overview of Roles and Responsibilities of Corporate Board of Directors". Free
Management Library. Authenticity Consulting, LLC. Retrieved2008-01-26.

6.

Jump up^ "Basic Role of the Board". Governance Basics. Institute on Governance (Canada). Archived from the
original on 30 December 2007. Retrieved 2008-01-27.

7.

^ Jump up to:a b Robert, Henry M.; et al. (2011). Robert's Rules of Order Newly Revised (11th ed.). Philadelphia,
PA: Da Capo Press. p. 484. ISBN 978-0-306-82020-5.