(1) Each corporation must have a board of directors, except that a corporation may dispense with or limit the authority of its board of directors. The board of directors is tasked with approving certain other material transactions and delegating authority to the officers to perform such transactions.A board of directors governs an organization. A plain English guide for directors, officers and other executives seeking to familiarize themselves with legal and other board and management issues. We offer counsel on corporate governance best practices to help companies comply with regulations and operate efficiently. Virtually all other corporate power rests in the board of directors.