Define: Eligible Director
a Director who would be entitled to vote on a matter had it been proposed as a resolution at a meeting of the Directors;
a Director who would be entitled to vote on a matter had it been proposed as a resolution at a meeting of the Directors;.
Relevant Circumstances
- When a board decision requires a quorum or vote of non-conflicted directors
- If conflicts disqualify certain directors from voting on a resolution
- Where company-law rules limit voting to eligible directors