What is a Board of Directors?
They are the decision making authority of the corporation. They delegate authority to the officers of the corporation, but maintain power to oversee the operation of the corporation. Directors are usually appointed by shareholders. There is no requirement that directors, officers and shareholders be different people. Shareholders can be directors and officers. In small corporations, the shareholders are usually the directors and officers.
The decision-making authority of a corporation is centralized in a Board of Directors. The Board of Directors delegates this authority to the company’s officers, but maintains the power to oversee the operation of the business. Each director is usually appointed for an annual term by a Shareholder vote, and may be re-appointed thereafter.