1. One who manages, guides, or orders; a chief administrator.
2. A person appointed or elected to sit on a board that manages the affairs of a corporation or other organization by electing and exercising control over its officers.
— Also termed trustee. See BOARD OF DIRECTORS . Cf. OFFICER(1).
affiliated director. See outside director.
class director.
1. A director whose term on a corporate board is staggered with those of the other directors to make a hostile takeover more difficult.
2. A director elected or appointed to a corporate board to represent a special-interest group, e.g., the preferred stockholders.
dummy director. A board member who is a mere figurehead and exercises no real control over the corporation’s business.
— Also termed accommodation director; nominal director.
inside director. A director who is also an employee, officer, or major shareholder of the corporation. [Cases: Corporations 310(1). C.J.S. Corporations §§ 475, 477–484, 487–489.]
interlocking director. A director who simultaneously serves on the boards of two or more corporations that deal with each other or have allied interests.
outside director. A nonemployee director with little or no direct interest in the corporation.
— Also termed affiliated director. [Cases: Corporations 310(1). C.J.S. Corporations §§ 475, 477–484, 487–489.]
provisional director. A director appointed by a court to serve on a close corporation’s deadlocked board of directors.
public director. A director elected from outside a corporation’s shareholders or an organization’s membership to represent the public interest.
