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One who supervises, regulates, or controls.

A director is the head of an organization, either elected or appointed, who generally has certain powers and duties relating to management or administration. A corporation's board of directors is composed of a group of people who are elected by the shareholders to make important company policy decisions.

Director has been used synonymously with manager.

West's Encyclopedia of American Law, edition 2. Copyright 2008 The Gale Group, Inc. All rights reserved.


n. a member of the governing board of a corporation or association elected or re-elected at annual meetings of the shareholders or members. As a group the directors are responsible for the policy making, but not day-to-day operation, which is handled by officers and other managers. In some cases, a director may also be an officer, but need not be a shareholder. Most states require a minimum of three directors on corporate boards. Often lay people dealing with corporations confuse directors with officers. Officers are employees hired by the Board of Directors to manage the business. (See: corporation, board of directors)

Copyright © 1981-2005 by Gerald N. Hill and Kathleen T. Hill. All Right reserved.


a person who conducts the affairs of a company. Directors act as agents of the company, owe fiduciary duties to it and have a duty of care towards it. Directors may have executive functions or they may be non-executive directors, their principal functions being to safeguard the interests of investors. Directors, while not servants of the company as such, have a responsibility to it not dissimilar to the responsibility owed by a trustee to his beneficiaries. Specifically, directors are under duties to exercise their powers for the purposes for which they were conferred and to exercise them bona fide for the benefit of the company as a whole; and not to put themselves in a position in which their duties to the company and their personal interests may conflict.

First directors are usually named in the articles of association; however, it is not uncommon for the articles, instead of naming directors, to contain a power for the subscribers, or a majority of them, to appoint them. Following appointment, the normal procedure is for directors to retire by rotation, although a director's office may be vacated in other circumstances. A retiring director is eligible for re-election and the members at the annual general meeting at which a director retires may fill the vacated office by electing the same or another person to it.

The appointment of directors of a public limited company must be voted on individually unless the members who are present agree by resolution, without dissent, to a single resolution appointing two or more directors. Like trustees, directors are not entitled as of right to remuneration; accordingly, a director has no claim to payment for his services unless, as is usual, there is a provision for payment in the articles. In insolvency proceedings, legislation empowers the court to make a disqualification order disqualifying the persons specified in the order from being directors of companies and from otherwise being concerned with a company's affairs. A company director may be removed by special resolution, notwithstanding anything in the articles or in any agreement between him and the company. Special notice of such a resolution must be given.

Collins Dictionary of Law © W.J. Stewart, 2006
References in periodicals archive ?
Leeann Earner, directer of the cultural centre, said, "The protest was very peaceful, which is what we wanted."
"We were looking for an image to stop people in their tracks," says Bridgedale marketing directer, Gavin Sherry.
Now, although I am so devoid of Gottesbewusstsein in the directer and stronger sense, yet there is something in me which makes response when I hear utterances from that quarter made by others.
Pete van de Gohm, CPP, is directer of information asset protection for Enron Energy Services Inc.
Art Siemering is managing directer of the International Food Futurists, whose purpose is to discover, create, expand, and communicate great food ideas." He is editor of the weekly food-trends newsletter, The Food Channel[R] Trend Wire.
Armbrister, the Directer of the Office of Planning and Program Development for Region 10 of FHWA, challenging the government's selection of the road alternative.(72) ACE argued that FHWA's decision to fund construction of a road violated section 4(f) because the improved rail shuttle was in fact a feasible and prudent alternative.(73)
directer, -etter, v.a., 'to direct, address', is a quotation from The Black Book of the Admiralty (from the section composed between 1337-51):
Von den westgermanischen denkmalern scheiden die deutschen ganz aus: sie kennen kein quedan, quedan vor directer rede, die einzige ausnahme, [Genesis 355], he pAa worde cwaed, kommt somit auf rechnung des englischen ubersetzersim Heliand ist quedan das ubliche verbum einerseits in der bloss graphischen einschaltung ...
It is because of this concern that the JISC is pursuing regulatory negotiations with the EPA to determine effective CTGs for wood finishing operations, said Sue Perry, BIFMA's directer of government affairs.
In this ocation Directer tournament Amjad niazi , Noman Rajput Incharge( BISE) Mirpurkgas , Hassan and others high officials presents.
After directing five out of the seven installments of the "Mano Po" franchise about the different lives of Filipino-Chinese characters, directer Joel Lamangan's love for anything and everything Chinese has grown deep.
While fans of 'Final Fantasy XV' celebrated the announcement of a 'pocket edition' for smartphones and a potential Nintendo Switch port, the game's directer wants to bring up a pressing matter: he can't seem to purchase Nintendo's constantly sold-out game console anywhere.

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