Board members cannot act in their own interest or their own favor to the detriment of the corporation. This includes all decisions of the corporation including but not limited to, compensation, contracts, accounts, employment, etc. Directors have a duty to document all actions of each individual member of the board along with the overall decision of the board on each matter put before it. Every corporation must elect officers to conduct the day to day business of the corporation. At a minimum, the corporation must have a president, secretary and treasurer to be a legal corporation.
Most states allow the same individual to be all three officers of the corporation.
The president is the chief executive officer of a corporation with authority over all other officers. The president is responsible for the overall management and execution of the orders of the board of directors. The president is also responsible for signing all important documents and contracts with the corporation. The treasurer is an officer of a corporation responsible with the receipt, custody, investment and disbursement of the funds or monies of the corporation. The treasurer reports and is directed by the president of the corporation.