Also known as: directors · director's · directorship · board member
Written by attorneys — see sources below.
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.
Drake Logistics received a notice for a Rule 30(b)(6) deposition describing contract performance issues with reasonable particularity. The company designated its director of operations to testify on those matters after conferring with opposing counsel. The designated director appeared and provided testimony based on information known to the organization.
Denise Donovan, a lawyer, served as a director of a nonprofit group advocating changes to sentencing laws. One of her clients stood to gain from a successful reform effort. Donovan disclosed the potential benefit to the client without naming the client.
Dustin Donovan was the sole shareholder and director of Desert Oil. The corporation lacked capitalization, kept no records, and paid no dividends while Donovan siphoned funds. Creditors sued and a court applied the totality test to pierce the veil based on nonfunctioning directors and other factors.
Damian Decker, a director of Dover Bank, signed a written offer to sell property before the buyer accepted. After the contract formed, the buyer sought enforcement. The signed offer served as a sufficient memorandum under the statute even though it predated formation.
Daniel Diaz, a lawyer, served as a director of a legal services organization separate from his firm. The organization represented clients adverse to one of Diaz's clients. Diaz refrained from participating in any decision involving that adverse representation.
Deborah Dunn, director of a state health department, enforced a regulation on treatment decisions for incapacitated patients. Family members challenged the policy in federal court. The director's office defended the regulation as consistent with state procedures for surrogate decision making.
On the night of January 11, 1983, Nancy Beth Cruzan lost control of her car as she traveled down Elm Road in Jasper County, Missouri. The vehicle overturned, and Cruzan was discovered lying face down in a ditch without detectable respiratory or cardiac function. Paramedics were able to restore her breathing and heartbeat at the accident site, and she was transported to a hospital in an unconscious state. An attending neurosurgeon diagnosed her as having sustained probable cerebral contusions compounded by significant anoxia. The Missouri trial court found that permanent brain damage generally results after six minutes in an anoxic state, and it was estimated that Cruzan was deprived of oxygen from twelve to fourteen minutes. She remained in a coma for approximately three weeks and then progressed to an unconscious state in which she was able to orally ingest some nutrition. Surgeons implanted a gastrostomy feeding and hydration tube in Cruzan with the consent of her then husband. Subsequent rehabilitative efforts proved unavailing. She now lies in a Missouri state hospital in what is commonly referred to as a persistent vegetative state in which a person exhibits motor reflexes but evinces no indications of significant cognitive function. The State of Missouri is bearing the cost of her care. After it had become apparent that Nancy Cruzan had virtually no chance of regaining her mental faculties, her parents Lester and Joyce Cruzan, who serve as coguardians, asked hospital employees to terminate the artificial nutrition and hydration procedures. All agree that such a removal would cause her death. The employees refused to honor the request without court approval. The parents then sought and received authorization from the state trial court for termination. The trial court found that a person in Nancy's condition had a fundamental right under the State and Federal Constitutions to refuse or direct the withdrawal of death prolonging procedures. The court also found that Nancy's expressed thoughts at age twenty-five in conversation with a housemate friend suggested that given her present condition she would not wish to continue on with her nutrition and hydration. The Supreme Court of Missouri reversed by a divided vote. The court recognized a right to refuse treatment embodied in the common-law doctrine of informed consent but expressed skepticism about the application of that doctrine in the circumstances of this case. The court found that Cruzan's statements to her roommate regarding her desire to live or die under those conditions were unreliable for determining her intent and thus insufficient to support the coguardians' claim to exercise substituted judgment on Nancy's behalf. It rejected the argument that Cruzan's parents were entitled to order the termination of her medical treatment, concluding that no person can assume that choice for an incompetent in the absence of the formalities required under Missouri's Living Will statutes or the clear and convincing inherently reliable evidence absent here. The Supreme Court granted certiorari to consider the question whether Cruzan has a right under the United States Constitution which would require the hospital to withdraw life-sustaining treatment from her under these circumstances.
View caseA lawyer may serve as a director of such an organization but must not knowingly participate in decisions incompatible with client obligations under Rule 1.7 or that could materially harm representation of an adverse client of the organization.
Courts apply a totality of the circumstances test that includes inadequate capitalization, failure to observe formalities, nonpayment of dividends, insolvency, siphoning of funds, nonfunctioning officers or directors, absence of records, and use of the corporation as a facade.
The organization must designate one or more officers, directors, or managing agents to testify about information known or reasonably available to the entity after conferring in good faith on the matters described with reasonable particularity in the notice.
The lawyer must disclose the fact that a client's interests may be materially benefitted by a decision in which the lawyer participates but need not identify the client.
…as to the practices followed by the Federal Bureau of Investigation. I have directed these questions to the attention of the Director of the Federal Bureau of Investigation and am submitting herewith a statement of the questions and of the answers which we have received. " (1) When an individual is interviewed by…