ARTICLE
28 January 2022

What Do Boards Have To Do With Boards?

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Allen Matkins Leck Gamble Mallory & Natsis LLP
Contributor
Allen Matkins Leck Gamble Mallory & Natsis LLP logo
Allen Matkins, founded in 1977, is a California-based law firm with more than 200 attorneys in four major metropolitan areas of California: Los Angeles, Orange County, San Diego, and San Francisco. The firm's areas of focus include real estate, construction, land use, environmental and natural resources, corporate and securities, real estate and commercial finance, bankruptcy, restructurings and creditors' rights, joint ventures, and tax; labor and employment, and trials, litigation, risk management, and alternative dispute resolution in all of these areas. For more information about Allen Matkins please visit www.allenmatkins.com.
Section 155 of the California Corporations Code somewhat circularly defines "board" as "the board of directors of the corporation".
United States Corporate/Commercial Law
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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.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

ARTICLE
28 January 2022

What Do Boards Have To Do With Boards?

United States Corporate/Commercial Law
Contributor
Allen Matkins Leck Gamble Mallory & Natsis LLP logo
Allen Matkins, founded in 1977, is a California-based law firm with more than 200 attorneys in four major metropolitan areas of California: Los Angeles, Orange County, San Diego, and San Francisco. The firm's areas of focus include real estate, construction, land use, environmental and natural resources, corporate and securities, real estate and commercial finance, bankruptcy, restructurings and creditors' rights, joint ventures, and tax; labor and employment, and trials, litigation, risk management, and alternative dispute resolution in all of these areas. For more information about Allen Matkins please visit www.allenmatkins.com.
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