Board of Directors Powers, Composition and Duties

The board exercises corporate powers, conducts business and controls corporate property, subject to law and matters reserved to shareholders. Individual directors ordinarily act through a properly constituted board, not through personal authority.

Board decision checklist

• Is the decision within board authority?
• Were directors properly elected and qualified?
• Was valid notice given?
• Was quorum present throughout the action?
• Was the required vote obtained?
• Were conflicts disclosed and addressed?
• Do the minutes accurately record deliberation and action?

Evidence of authority

Retain notices, agenda materials, attendance, conflict disclosures, minutes, resolutions and any secretary’s certificate issued to third parties.

Director exposure depends on the governing rule, actual participation, good faith, diligence, conflict and resulting harm.