The business and affairs of every corporation organized under this chapter shall be managed by or under the direction of a board of directors, except as may be otherwise provided in this chapter or in its certificate of incorporation.
† http://www.amazon.com/The-Shareholder-Value-Myth-Shareholder...
†† http://www.lawschool.cornell.edu/faculty/bio_lynn_stout.cfm
††† http://delcode.delaware.gov/title8/c001/sc04/index.shtml