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Corporations • Directors and Officers
CORP#024
Legal Definition
Corporations must have a board of directors with at least one member. The shareholders elect directors, and can remove a director before his term expires with or without cause.
Plain English Explanation
A board of directors is an elected group of individuals that represent the interests of shareholders. They meet at regular intervals and are in charge of creating various policies to guide management and the company as a whole. A corporation must have at least 1 board member, but there is no maximum (it's basically whatever number a corporation feels is necessary to run itself well). As an example, in 2021 Microsoft had 12 board members.
Since members of the board of directors are elected by shareholders, they can also be removed by shareholders. They basically are at the mercy of the shareholders.
Since members of the board of directors are elected by shareholders, they can also be removed by shareholders. They basically are at the mercy of the shareholders.
Related Concepts
Can a corporation indemnify an officer or director who is held liable to their own corporation?
Can a corporation indemnify an officer or director who successfully defends themselves against a lawsuit from another party?
How can a director defend against a claim that they breached their duty of loyalty?
What are some common examples of permissive indemnification?
What are the statutory requirements of board of directors meetings?
What duties do directors have to the corporation and shareholders?
What duties do officers have to the corporation and shareholders?
What is the business judgment rule?
What is the duty of care?
What is the duty of loyalty?
What is the duty to disclose?
What is the duty to manage?
When do officers and directors often seek indemnification?
Who decides whether a corporation will indemnify a director or officer?
