“Directors” in the U.S. are members of a corporation’s Board of Directors (or simply “Board”). The Board governs the corporation; the Board makes decisions on behalf of the corporation as a body. Individual directors have no power to act or to bind the corporation individually. Directors can be officers and officers can be directors. Many corporate actions require the approval of the Board of Directors (such actions include amending the company’s Certificate of Incorporation, selling stock, granting options, etc.). However, the day-to-day operations of a corporation are handled by the officers, also known as “management.”
Because board decisions made at a meeting are usually made by majority rule (unless the Certificate of Incorporation or Bylaws contains a provision providing otherwise), it is common practice to have an odd number of directors to ensure that there is not a deadlock. Under Delaware law, a one-person board is permitted.