I sit and have sat on numerous Boards of Directors (BOD) in my lifetime. I also know a number of people who do or have done the same.
An overriding concern of being on a BOD will always be the liability issue. Being on a board does contain legal responsibilities the Members need to be comfortable with.
One of the issues that I have seen and heard about is where does the operation line separate from the BOD approval line. The delineation of this line differs for organization to organization, not to mention situation to situation.
So I was meeting with a client who sits on a BOD and they felt that the managers of the company crossed that line with a contract that they believe should have been brought to the BOD for discussion before execution.
They may have a decision to make if they continue to be uncomfortable with where the line falls.