Nonprofit corporations are not required to have members, but if they do, these are people who are generally interested in the objectives of the corporation but not inclined to become involved in actually running it. Stockholders, on the other hand, may be absolutely disinterested in what the business corporation does, as long as it makes a profit and distributes money to them. They usually elect the board of directors, have the ability to remove the board, are often responsible for amending the bylaws, and must ratify any amendments to the articles of incorporation. In a small corporation, the shareholders may want to give themselves a more significant role by including provisions in the articles and bylaws giving themselves broader powers and more direct control over the management of the corporation. Generally, the board of directors is more intimately involved in corporate management than the stockholders.
Directors are the corporation's managers.
Pursuant to its power to delegate authority, the board of directors may appoint various committees to assist it in its functions. This executive committee may exercise all the authority of the board of directors in the management of the corporation, but the members of the board may remain responsible for actions of the executive committee. The board of directors may also create other committees to perform supportive functions such as publicity, fund raising, community projects or designing the corporation's stock certificates. The officers of the corporation are generally selected by the board of directors and generally may be removed by the board. Since officers may be directors, directors may select themselves as the corporation's officers.