The board elects officers to organize and lead its meetings and activities. These positions are usually spelled out in the corporation's
bylaws,
which describe the specific duties assigned to each officer and how they should be carried out.
The head officer is the chairman of the board, who generally presides over meetings and sets their agendas. In addition to the regular schedule of meetings, he or she can call a board meeting at any time. The chairman also usually determines what information should be sent out to directors. This is an important responsibility, since most directors aren't company insiders and therefore need this information to understand the issues and their contexts.
Independent directors
At some companies, to establish the independence of the board and to improve corporate governance, the board also elects an independent director to serve as lead independent director — sometimes called the presiding independent director — especially if the chairman is the CEO or another company executive. When the independent directors of the board meet apart from management, the lead independent director generally chairs that meeting, although some boards rotate this position among the members. And the lead independent director often shares duties with the chairman, helping to set the agenda, deliver information to the board, and call meetings.
Vice chairmen generally serve in the chairman's place if the chairman is unavailable, and secretaries, who may be permanent or rotating, prepare a written transcript of the meeting called the minutes.
