Board of directors: Difference between revisions
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A '''board of directors''' is a body of elected or appointed persons who jointly oversee the activities of an organization | A '''board of directors''' is a body of elected or appointed persons who jointly oversee the activities of an organization. The body is sometimes called the board of trustees, board of governors, board of managers, executive board, or something similar. It is often simply referred to as "the board." | ||
A board's activities are determined by powers, duties, and responsibilites delegated to it or conferred on it by authority outside itself. These matters are typically detailed in the organization's [[bylaws]]. | |||
In an organization with voting members, 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, (for example a university), the board is the supreme governing body of the institution.<ref>{{cite book | last = Robert III | first = Henry M. | authorlink = | coauthors = William J. Evans, Daniel H. Honemann, Thomas J. Balch | title = Robert's Rules of Order Newly Revised | publisher = Da Capo Press | date = 2000-10-01 | location = Cambridge, MA | pages = | url = | doi = | id = | isbn = 0-7382-0307-6 }}</ref> | In an organization with voting members, 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, (for example a university), the board is the supreme governing body of the institution.<ref>{{cite book | last = Robert III | first = Henry M. | authorlink = | coauthors = William J. Evans, Daniel H. Honemann, Thomas J. Balch | title = Robert's Rules of Order Newly Revised | publisher = Da Capo Press | date = 2000-10-01 | location = Cambridge, MA | pages = | url = | doi = | id = | isbn = 0-7382-0307-6 }}</ref> | ||
Typical duties of boards of directors include:<ref> {{cite web|url=http://www.managementhelp.org/boards/brdrspon.htm |title=Overview of Roles and Responsibilities of Corporate Board of Directors |accessdate=2008-01-26 |last=McNamara |first=Carter |work=Free Management Library |publisher=Authenticity Consulting, LLC }}</ref> | Typical duties of boards of directors include:<ref> {{cite web|url=http://www.managementhelp.org/boards/brdrspon.htm |title=Overview of Roles and Responsibilities of Corporate Board of Directors |accessdate=2008-01-26 |last=McNamara |first=Carter |work=Free Management Library |publisher=Authenticity Consulting, LLC }}</ref><ref> {{cite web|url=http://www.iog.ca/boardgovernance/html/gov_the.html |title=Basic Role of the Board |accessdate=2008-01-27 |work=Governance Basics |publisher=Institute on Governance (Canada) }}</ref> | ||
* Governing the organization by establishing broad policies and objectives | * Governing the organization by establishing broad policies and objectives | ||
* Selecting, appointing, supporting and reviewing the performance of the chief executive | * Selecting, appointing, supporting and reviewing the performance of the chief executive | ||
* Insuring the | * Insuring the availability of adequate financial resources | ||
* Approving annual budgets | * Approving annual budgets | ||
* Accounting to the stakeholders for the organization's performance | * Accounting to the stakeholders for the organization's performance | ||
The legal responsibilities of boards and board members vary with the size and formality of the organization, and with the | The legal responsibilities of boards and board members vary with the size and formality 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. | ||
==References== | ==References== | ||
Revision as of 02:59, 27 January 2008
A board of directors is a body of elected or appointed persons who jointly oversee the activities of an organization. The body is sometimes called the board of trustees, board of governors, board of managers, executive board, or something similar. It is often simply referred to as "the board."
A board's activities are determined by powers, duties, and responsibilites delegated to it or conferred on it by authority outside itself. These matters are typically detailed in the organization's bylaws.
In an organization with voting members, 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, (for example 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 size and formality 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.
References
- ↑ 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.
- ↑ McNamara, Carter. Overview of Roles and Responsibilities of Corporate Board of Directors. Free Management Library. Authenticity Consulting, LLC. Retrieved on 2008-01-26.
- ↑ Basic Role of the Board. Governance Basics. Institute on Governance (Canada). Retrieved on 2008-01-27.