• Board of Directors (Generally)
• Board Powers & Authority
• Director Qualifications
• Filling Vacancies on the Board
• Removal & Recall of Directors
• Resignation of Directors

Duties of Directors

• Business Judgment Rule
• Delegating Duties & Authority
• Duties of Directors (Generally)
• Fiduciary Duties of Directors
• Rule of Judicial Deference

Ethical Issues

• Censuring Directors
• Conflicts of Interest
• Interested Transactions

Officers

• Director & Officer Liability Protection
• Directors vs. Officers
• Multiple Offices
• Officer Removal & Resignation
• Officers (Generally)
• Selecting & Changing Officers