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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 ?
Jones Day and Cahill Gordon and Reindel served as legal advisors to Lingo, with Paul Hastings and Morgan Lewis serving as legal counsel to Impact.
The DEPOT's Bingo Lingo events manager, Daniel Symonds, continued: "We're super excited to be touring so many new cities and towns with the Mecca Bingo Lingo tour.
Body Lingo can be used at work or in social settings.Find out whether the interviewer thinks you are the right candidate, or whether the salesman is bluffing when he says he can't give you a discount.Body Lingo is available to download from iTunes, priced $1.99.
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Lingo offers a number of Internet phone service rates plans for small business and consumers and has now introduced the ATS X10001P Digital Clear DECT 6.0 Internet phones and the X10002P extensions through national retailers.
Even though I don't work in public service, I have a pretty good idea of what e-government might be, because I've picked up enough technospeak (i.e., current lingo) to know that e- generally applies to an electronic version of something.
CHAMPION HURDLE hope Lingo was destroyed yesterday after breaking a leg on the gallops in preparation for a run in the Kingwell Hurdle at Wincanton on February 18.
Sometimes the lingo of academia creeps into the the prose with suffixes like "emit" and "etic," and phrases like "cognitive consonance" and "deliberative cognition." One other complaint would be the image quality: Dance is such a visually rich experience that the black-and-white photos are disappointing, and some are so blurry it's hard to distinguish arms from legs.
In this engaging narrative, Svenvold also explains how tornadoes form and defines some of the weather lingo used by chasers.
Smart, "People gather for a meal, watch a video that introduces a conversation, and spend time in small groups discussing and posing questions of faith." After each session, participants take home materials, a glossary of terms ("insider lingo"), a theology statement, and specially designed liturgy.
The manual generally, but not consistently, avoids bureaucratic lingo. While clearly organized, the book lacks an index, complicating efforts to find information quickly.