Draft a set of bylaws for your corporation detailing the structure, positions and responsibilities of the board of directors for your company. All 12 members of the board are up for reelection.Mr. Clark is a dissident stockholder. A board of directors is an executive committee that supervises the activities of a business, a nonprofit organization, or a government agency. The board of directors creates a corporate resolution for a company. This article provides an introduction to corporate governance and some of the basic concepts that underpin it, and explains the roles of the board. It is the role of the board of directors to hire the CEO or general manager of the business and assess the overall direction and strategy of the business. Find out more about our management team and Board of Directors that make up the outstanding team of the Church and Dwight Corporate Company. Next there is a vice-president of vice-chair who serves in the absence of the president. Otherwise, people can make the argument that the removal is invalid because it was done in a procedurally flawed manner.