A 'Board of Directors' is a body or a group of individuals that are elected or appointed to oversee the activities of a company or organization, or elected to act as, representative of the stockholders to establish corporate management related polices and to make decision on major company issues.
A 'Board of Directors' 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 constitution and bylaws. These documents commonly also specify the number of members of the board, how they are to be chosen, and how often they are to meet. However, the constitution and bylaws rarely address a board's powers when faced with a corporate turnaround, restructuring, or emergencies, where board members need to act as agents of change in addition to their traditional fiduciary responsibilities.
Typical duties of boards of directors include:
The legal responsibilities of board's and board members vary with the nature of the organization, and with the jurisdiction within which it operates. Typically the board chooses one of its members to be the Chairman (also called the "chair" or "chairperson"), 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.