Corporate Powers of Board of Directors are derived from charter documents

Directors derive their corporate powers only when they act collectively as the Board of Directors. Unless otherwise covenanted due to any provision of the Companies Act or of any agreeement or the articles of association, decisions in a board meeting are taken by a majority vote. Individual directors do not enjoy any powers unless powers for managing the day-to-day affairs of the company or powers to execute any specific transaction or contract are conferred upon them by a resolution of the board of directors or by terms of their appointment or through instruments such as a power of attorney. Thus directors may be all powerful. But doing anything that the company itself could not have done lands them in trouble. While directors derive and exercise their powers in this manner, there is no need for any specific provision to show them their duties. They owe fiduciary duties to act in the best interests of the company in good faith for bonafide puproses. They are liable not only for statutory defaults but also for their acts of omission and commission! If they make personal gains by using corporate opportunities, they are liable to make good the their company the losses caused by their such acts!