A director takes a more strategic view than other employees, steering an organization to keep it financially healthy so that it delivers a return for the shareholders who fund it. The board of directors, which is elected, represents the ownership interest and makes strategic decisions on behalf of the shareholders rather than overseeing a company's daily operations. The president or CEO reports directly to the board of directors. Shareholders own stock certificates. Directors can be elected or removed at shareholders meetings. Modern corporate structure maintains a clear distinction between the ownership and the management team. However, an officer can also be a director, attending regular meetings along with the board of directors. In many cases, the president or CEO is also a board member. Corporate officers may also have an ownership interest by holding shares, meaning that they can vote at shareholders' meetings, but this is not mandatory. There are some differences in what an officer in a corporation and the board of directors can do by law. Only the board of directors can make, amend, or repeal a corporation's bylaws. They can do this during board meetings or via a resolution if they don't want to conduct a regular organizational meeting. Decisions made by directors must be approved at shareholder meetings. Most states require corporations to have at least one director upon incorporation, but they can also have several other directors. Some states require specific officer positions.