director

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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.

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)

director

noun administrator, boss, chief, curator, executor, foreman, governor, guide, inspector, leader, manager, overseer, presiding officer, proctor, procurator, superintendent, supervisor
Associated concepts: board of directors, de facto director, de jure director, director's liability, dummy director, interlockkng directorates
See also: administrator, caretaker, chairman, chief, employer, principal, procurator, superintendent

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.

References in periodicals archive ?
Lingo is basic common sense as far as work flow goes.
There's nothing I won't entertain," said Parrish, who Lingo said has really been the driving force behind the store expansion.
Lingo appeared to idle slightly when hitting the front on the run-in, but Cooper kept him up to his work all the way to the line to hold off Garde Champetre by a length-and-a-half.
Perle De Puce took them along, with Lingo held up at the back of the five-runner field by Liam Cooper.
Lingo appeared to idle slightly when hitting the front on the runin, but Cooper kept him up to his work all the way to the line to hold off Garde Champetre by a length and a half.
The ex-French Perle De Puce belied her starting price of 33-1 to beat Lingo by a length and a quarter on her British debut at Ascot last month.
If you're not lucky enough to win look out for special packs of Surf Bingo Lingo washing powder for the chance to win a ticket to this amazing one-off event.
A paramedic with the Los Angeles County Fire Department, Lingo said he did not take the 11-year-old to the hospital because his injuries seemed minor.
Drawn back like other young "boomeranger" Ohioans by this rich mix of large metropolitan cities and smaller micropolitan areas, Optic Lingo has flourished, gaining associates and expanding into larger office space in 2011.
Mojo Lingo offers deep, end-to-end expertise in creating multi-channel applications that take advantage of the full LumenVox portfolio.
Bob Lingo, who scored by five lengths, was a fifth Plate winner for owner JP McManus and a first for trainer Tom Mullins, but few could doubt that Walsh deserved to win the famous handicap after the frustrations of the previous two years.