A board of directors is an organization which governs an entity regardless of whether it is publicly traded (public company) privately owned, privately-owned, only open to family members (family company) or tax-exempt (a non-profit corporation). The powers and duties of the board are mostly determined both by government regulations and the constitution and bylaws of an organization.
Most presidents and external directors are of the opinion that the board’s job is advisory, not a decision maker. Management manages the business and the board provides advice and guidance to management. Directors who are outside of the company are chosen for their expertise in certain areas of business and offer an overall perspective that is not available to the management. Many presidents are aware of the value of the suggestions offered by their boards, both inside and outside of formal meetings. They carefully choose new directors based on their desirable qualities and areas of expertise.
The main function of the board is to challenge the management, especially when there are serious problems in the economy or business. My research has revealed that, despite the fact that most presidents profess to want to ask the directors questions with a discerning eye but they seldom allow them to be addressed at the regular board meetings. This is particularly true if they feel they are under attack by subordinates who are on the board as well as in www.boardroomtoday.net/election-process-for-nonprofit-board-members/ attendance at the meeting.