Board of directors

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A board of directors is a body of elected or appointed persons who jointly oversee the activities of an organization. The body sometimes has a different name, such as board of trustees, board of governors, board of managers, or executive board. It is often simply referred to as "the board."

A board's activities are determined by the powers, duties, and responsibilites 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.

In an organization with voting members, e.g. a professional society, the board acts on behalf of, and is subordinate to, the organization's full assembly, which usually chooses the members of the board. In a stock corporation, the board is elected by the stockholders and is the highest authority in the management of the corporation. In a nonstock corporation with no general voting membership, e.g. a university, the board is the supreme governing body of the institution.[1]

Typical duties of boards of directors include:[2][3]

  • Governing the organization by establishing broad policies and objectives
  • Selecting, appointing, supporting and reviewing the performance of the chief executive
  • Insuring the availability of adequate financial resources
  • Approving annual budgets
  • Accounting to the stakeholders for the organization's performance

The legal responsibilities of boards and board members vary with the nature of the organization, and with the jurisdiction within which it operates. For public corporations, these responsibilities are typically much more rigorous and complex than for those of other types.


  1. Robert III, Henry M.; William J. Evans, Daniel H. Honemann, Thomas J. Balch (2000-10-01). Robert's Rules of Order Newly Revised. Cambridge, MA: Da Capo Press. ISBN 0-7382-0307-6. 
  2. McNamara, Carter. Overview of Roles and Responsibilities of Corporate Board of Directors. Free Management Library. Authenticity Consulting, LLC. Retrieved on 2008-01-26.
  3. Basic Role of the Board. Governance Basics. Institute on Governance (Canada). Retrieved on 2008-01-27.