n. Re-elected at annual shareholder meetings, they are a member of a corporation or association’s governing board. Directors are only responsible for the policy making, not the day-to-day operation which officers and other manager handle. In some instances, directors may also be an officer, but the do not need to be a shareholder. A minimum of three directors on corporate boards is required by most states. The distinction between directors and officers is that officers are hired by the board of directors to manage the business.