Role of Directors Board of director actions are normally accomplished by resolution adopted at meetings of the board or by committees that have been established and granted authority by the board. The board of directors delegates to tyhe corporate officers the day to day activities of the corporation. However many actions cannot be delegated, and need board approval. Regular meetings of the board of directors may be required in the bylaws of the corporation. Alternatively, meetings may be held only when called by the board of directors.
Directors owe a duty of fiduciary care to the corporation.
A corporation may have additional officers if the articles or bylaws so provide. It is possible for the same person to hold several offices if the articles or bylaws do not forbid it. The duties of the officers are normally provided for in the bylaws. There is no statutory duty of care for officers, although there may be a common law duty of care.