CORPORATE POWER EXERCISE BY

BOARD OF DIRECTORS OR TRUSTEES

1.
2.
3.

Governing body of
corporation.
Binding effect of
stockholders action.
Extent of judicial review.

LIMITATIONS ON POWERS OF BOARD

OF DIRECTORS OR TRUSTEES
1.

It must observe the

limitations or restrictions
imposed by the constitution,
statutes, and rules and
regulations having the force
of law on the corporation
including its articles of
incorporation and by-laws.

2.

3.

It cannot perform
constituents acts, that is,
acts involving fundamental
or major changes in the
corporation.
It cannot exercise powers not
possessed by the
corporation.