BOARD OF DIRECTORS

board of directors.

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.

— Also termed (esp. in charitable organizations) board of trustees. See DIRECTOR. [Cases: Corporations 297. C.J.S. Corporations §§ 460–461.]

2. The governing body of a corporation, partnership, association, or other organization, elected by the shareholders or members to establish policy, elect or appoint officers and committees, and make other governing decisions. — Often shortened (informally) to board.

— Also termed board of governors; board of managers; board of trustees (esp. in charitable organizations); executive board. See DIRECTOR.

staggered board of directors. A board of directors whose members’ terms of service overlap so that only part of the board’s makeup is voted on in any single election. • Typically, members serve terms of two or more years, with some members’ terms expiring at each annual election. See Del. Code Ann. tit. 8, § 141 (1991) (authorizing classified boards with two or three classes having twoor three-year terms).

— Also termed classified board of directors. [Cases: Corporations 291. C.J.S. Corporations §§ 450–451.]