What is a “Board of Directors?”

Black’s Law Dictionary defines “Board of Directors” as: “1. The governing body of a corporation, elected by the shareholders to establish corporate policy, appoint executive officers, and make major business and financial decisions.”

In the context of a non-profit, particularly Religious Organizations, the Board of Directors may also be called “Board of Elders,” “Board of Deacons,” or “Board of Trustees.”

A Board acts as unit, not in their individual capacity as a director. To ensure no personal liability is imposed upon a director, all actions should be taken as the Board of Directors.

The Board can delegate duties to Officers, Members, Committees, or Volunteers, but all major decisions must have the approval of the Board.

It is wise to set out the requirements, duties, manner of election and removal, and composition of the Board in your Regulations or By-Laws.

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