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Volume XII, Number 146

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What Do Boards Have To Do With Boards?

Section 155 of the California Corporations Code somewhat circularly defines "board" as "the board of directors of the corporation".   But why does the General Corporation Law and the corporation laws of other states refer to the group or body of directors as a "board"?  

The word "board" is the modern spelling of the Anglo Saxon word "bord" which meant a flat piece of wood.  By the time of Geoffrey Chaucer, the word was used as a synecdoche for a table.  In The Clerk's Tale, for example, Chaucer writes "'Sir Clerk of Oxenford,' our hoste sayde, 'Ye ryde as coy and still as dooth a mayde, Were new spoused, sitting at the bord . . ." ("'Sir Scholar of Oxford,' our Host said, 'You ride as shy and still does a maid, Who is just married, sitting at the wedding table' . . .").  The Canterbury Tales (translated by Peter Tuttle).   See also The Summoner's Tale ("Wheras this lord sat eting at his bord").

Although nothing in the General Corporation Law requires that directors physically meet a table, the term is employed as a metonymy for the assemblage of directors. 

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 28
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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