| Just like shareholders, directors and officers of | | | | depending on the size of the corporation and how |
| corporations have certain powers as well. These | | | | many officers exist. |
| powers allow the board to run the corporation | | | | When delegating power, the board can delegate to |
| effectively and delegate authority when necessary. | | | | one of a variety of committees, the officers of the |
| The powers also allow the board to expand the profits | | | | company, as well as the agents of the company. |
| of the corporation and generally prevent it from being | | | | Committees are just like any other committees. They |
| driven into the ground. | | | | may be composed of members of the board or of |
| First of all, the powers given to a director vary based | | | | officers and board members. Officers are those |
| on what statute was used to incorporate the | | | | C-level people like the chief executive officer, chief |
| corporation. The Delaware statute regarding | | | | financial officer, and any other officers that the |
| corporations is rather vague and doesn't list many | | | | company may have in place. These individuals are |
| specific rules or guidelines. If the corporation was not | | | | selected by the board and remain under the board's |
| incorporated according to Delaware's rules, then it is | | | | control. |
| most likely that it was incorporated under a statute | | | | Agents are individuals or companies who are asked to |
| that is modeled after the model code for corporations | | | | do something for the company. A common agent of a |
| put out by the American Law Institute, or ALI. As | | | | company is an external auditor whose services are |
| roughly 90% of corporations are incorporated under | | | | enlisted to go over the books or work on taxes. |
| Delaware's rules, most corporations have very vague | | | | Whenever the board delegates power or authority, it is |
| rules about their directors' powers. | | | | important to remember that the board cannot |
| The first power that lies with the board of directors is | | | | completely give up its right to that power or authority. |
| the complete power of management. This means that | | | | The board also cannot delegate, by statute, the |
| the board has the power to do anything and | | | | initiation or proposal of a fundamental transaction. It is |
| everything in the realm of managing the company. This | | | | also not possible to delegate amendment of the |
| gives the power to enact policies either "by" or "under | | | | articles of incorporation or the corporation's by-laws. |
| the direction of" the board. The board is able to | | | | Overall, the board has a wide range of power under |
| delegate authority or operate on a day to day basis, | | | | its complete authority to "manage" the company. |