The board of directors of a corporation:

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The board of directors are responsible for managing corporate activities and have final authority in making decisions for the corporation. They are not responsible for day-to-day operations and do not have the power to bind the corporation to contracts on their own. They are elected by the shareholders, not the corporate registrar. While it is common for executive officers to also sit on the board, they may not be the only members of the board and there is no requirement for them to do so. The separate entity principle refers to the idea that a corporation is a separate legal entity from its owners and managers, not that the board and executive officers cannot be the same people.

The Board of Directors of a Corporation