DIRECTOR
director (di-rek-t<<schwa>>r).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. [Blacks Law 8th]