As a rule, the board may not delegate its powers to the CEO.<\/p>\n

Voting and adopting resolutions of the board<\/u><\/h4>\n

Unless otherwise provided for in the bylaws, each director will be entitled to a single vote on board resolutions which will be adopted through a simple majority. In the event of a split vote, the chairman of the board will cast the deciding vote.<\/p>\n

It is incumbent on a director to use his discretion in how he votes and he may not be party to any voting pact. Violation of this provision will be akin to the director deviating from his fiduciary responsibilities.<\/p>\n

Can a single person be a director?<\/u><\/h4>\n

A single individual or a corporation may serve as a director in a company which is private.<\/p>\n

When must there be outside directors?<\/u><\/h4>\n

A public company requires the appointment of two outside directors who must \u201cbelong to the public.\u201d One of these must have financial and accounting expertise, while the other must have some type of professional expertise. Outside directors have a supervisory role to oversee the company\u2019s activities on behalf of the public.<\/p>\n

Independent directors<\/u><\/h4>\n

An independent director is one who meets the criteria for being appointed an outside director. There are non-binding company law guidelines providing that the majority of directors in a public company will be composed of independent directors. The guidelines add that a company in which someone has a controlling interest should ensure that at least a third of its directors are independent directors.<\/p>\n

Stand-in directors<\/u><\/h4>\n

Absent a bylaws provision allowing this, a director may not have another appointed in his stead at board assemblies. Even with such a provision, the authority of the director for whom the appointment was made will maintain his authority. The act of appointing another director in his stead does not detract from the authority held by the director who made the appointment.<\/p>\n

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What are the powers of the board of directors for an Israeli company? What authority does it have over the direction its company takes? Our law office, specializing in Israeli corporate law, can advise you on all the important decisions affecting your company. Who is the board of directors? The board of directors administers the…<\/p>\n","protected":false},"author":22,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_acf_changed":false,"footnotes":""},"categories":[161],"tags":[],"class_list":["post-82313","post","type-post","status-publish","format-standard","hentry","category-corporate-and-commercial-law-en"],"acf":[],"yoast_head":"\n