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Director

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.

director

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.

director

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 classic literature ?
Once a leash of thin black whips, like the arms of an octopus, flashed across the sunset and was immediately with- drawn, and afterwards a thin rod rose up, joint by joint, bearing at its apex a circular disk that spun with a wobbling motion.
But at that very instant both suddenly heard a shrill whistle which, as it were, smote on their ears, and both suddenly seized their guns and two flashes gleamed, and two gangs sounded at the very same instant.
Once the light flashed downwards, and between him and Buckingham Palace he saw a great aeroplane coming head foremost down, heard it strike the ground with a tremendous crash, heard the long death cry, a cry which was more like a sob, of the men who perished with it.
He walked over, the centre of the boat's crew and of the three-score return boys who were all on deck, and flashed his torch on the blanket still lying on the yams.
The next moment, close to the net, I saw a ball rebound in mid-air and empty space, and at the same instant, a score of feet away, Paul Tichlorne emitted a rainbow flash. It could not be he from whom the ball had rebounded, and with sickening dread I realized that Lloyd Inwood had come upon the scene.
At length there came a flash so appallingly bright that in its glare Nature seemed to be standing still.
And then the gleaming point of Norman of Torn flashed, lightning-like, in his victim's face, and above the right eye of Peter of Colfax was a thin vertical cut from which the red blood had barely started to ooze ere another swift move of that master sword hand placed a fellow to parallel the first.
All the multitude caught their breath, and an eager curiosity flashed into every face.
Do you suppose they'd flash imitation fire?" inquired the Woozy, in an injured tone.
A flash of lightning illuminated the object, and discovered its shape plainly to me; its gigantic stature, and the deformity of its aspect more hideous than belongs to humanity, instantly informed me that it was the wretch, the filthy daemon, to whom I had given life.
The word was given, and they plunged at each other as fiercely as before; once more the blows rained and rattled and flashed; every few moments the quick-eyed seconds would notice that a sword was bent--then they called "Halt!" struck up the contending weapons, and an assisting student straightened the bent one.
A vivid and blinding light flashed from the whirling, inky clouds above.