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Board of Directors

Board of Directors

  • Term

    Main definition

  • Board of Directors

    The individuals are called directors and collectively they are known as the board of directors.  The board of directors comprises the governing body of a corporation (just as trustees are the governing bodies for a trust, or general partners are governing bodies of a limited partnership, or managers are governing bodies of a limited liability company), and all of those members of the board of directors are charged with oversight of the management and direction of the corporation.

    Individual directors are elected to serve on the board at annual meetings (usually held annually).  The meeting is attended by stockholders or other voting debt or equity interest holders of other kinds, and the directors who receive the most votes in favor of election will be members of the Board of Directors.  Directors server until their successors are elected at the next "annual" meeting. Directors owe fiduciary duties to the corporation's stockholders.  The charter documents of a corporation can eliminate or limit claims by the stockholders against directors, and the fiduciary duties themselves are a product of judicial precedent and applicable state law). Preferred stock investors typically have the right to designate and elect a specified number of board members, although this may take various forms, such as a right to consult and agree to choose together with founders/management to designate and elect one or more independent directors. See also Independent Director and Voting Agreement.

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