Designation Issue - Board Of Directors

Hello All:
I am told that we cannot offer the designation as 'Director xyz' to anyone unless the person is on 'Board of Directors'. Is it true? If yes, please send the legal document to support it.
We have staff to promote to 'Director' level but they will not be a part of Board of Directors, but my head of the finance states that we should not designate any one as Director unless he is among the Board of Directors.
Please help me out.
Thank you.
Satya

a person can be director even thght he may not be board of director,pls chck the BANKING industry for live example and,for more clarity pls refer Company Law for statutory back up,u will get all the details u look for,within company law,u can acess Company Law bare act in www.vakilno1.com