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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 ?
For example, Eleanor Moses, sister of Louisa Block Jonas, was Second Directress of the Hebrew Ladies' United Sewing Society of Cincinnati, "News Items," Occident, VII, no.
The women in the family all functioned within the limitations of their domestic roles and family relationships, and the directress of the Roman orphanage where Bassi hid for nine months held a position regularly assigned to women.
The day before the planned admission, she was called by the Quality Assurance/Case Management directress and told not to come in on Sep 1--even though my office secretary had informed the medical director that the patient would pay personally for the day before surgery.
For Peshawar district, the team would comprise two monitoring officers including Directress E&SE Syeda Sarwat Jahan and Deputy Director F&A Sharif Gul.
Montessori, a directress has three roles with respect to her students.
Restyling herself as a film "directress" with serious diva airs, Deborah recruits warped henchmen to meet the booming B.0.
According to Sister Cecilia Sierra Salcido, Directress of Bakhita Radio, she said an officer who identified himself as Major Paul, came to her office "very upset" and asked for immediate closure of the radio and took her along with keys to head of national intelligence and security service in the central Equatoria, Major General Johnson Losuk who released her later after brief investigation.
(From birth onwards) they begin to create themselves," said Marguerite Richardt, directress of the International Montessori Center in Maadi -- which opened in 1984 -- and representative of Montessori Programs International.
differently; at the end of the school year, the directress with the five
Negotiations for the maintenance of our institution devolved upon the American directress, aided and advised by the United States Embassy, the French element being prudently kept in the background.
(23) With others in the Ladies' Prison-Discipline Society and as First Directress of the Women's Prison Association of New York, Sedgwick again extended practices of private society into public institutions, undertaking "prison-visiting" to Blackwell's Island and the Tombs and instituting conventions of polite conversation and conversational readings at the Home for Discharged Female Convicts (Sedgwick, Life and Letters 420).