Need a Corporate Governance Attorney Broward County? In short, the corporate powers of a corporation are vested in the board, except for those powers specifically conferred on the shareholders or members.A board of directors may create one or more committees and appoint members of the board to serve on them. These committees may exercise the powers of the board. The business judgment rule is a critical feature of the law governing corporations throughout the United States. Thank you. img. logo. Specific rules for the board of directors are established in the corporate bylaws and other corporate documents. The new law requires persons with such interests to file a report with the federal government and imposes significant penalties for failure to comply.