“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.