Director” is an individual who is a member of a Corporation’s Board of Directors. The Stockholders of the Corporation appoint the Directors. It is common for a Startup to have a Board consisting of between three and five Directors.

A Director’s roles and duties can be modified in the Bylaws to the extent allowable by applicable corporate law.

Typical roles and duties of a Director include the following:

  • Govern and manage the Corporation;
  • Elect the Corporate Officers;
  • Approve certain key transactions, including each Equity Financing and Debt Financing;
  • Administer the Stock Option Plan and approve each Stock Option thereunder; and
  • Act in good faith and in the best interests of the Corporation and its Stockholders.