directors


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Related to directors: Directions, Directors Cut
See: authorities, hierarchy, management, supervision

DIRECTORS. Persons appointed or elected according to law, authorized to manage and direct the affairs of a corporation or company. The whole of the directors collectively form, the board of directors.
     2. They are generally invested with certain powers by the acts of the legislature, to which they owe their existence.
     3. In modern corporations, created by statutes, it is generally contemplated by the charter, that the business of the corporation shall be transacted exclusively by the directors. 2 Caines' R. 381. And the acts of such a board, evidenced by a legal vote, are as completely binding upon the corporation, and as complete authority to their agents, as the most solemn acts done under the corporate seal. 8 Wheat. R. 357, 8.
     4. To make a legal board of directors, they must meet at a time when, and a place where, every other director has the opportunity of attending to consult and be consulted with; and there must be a sufficient number present to constitute a quorum. 3 L. R. 574; 13 L. R. 527; 6 L. R. 759. See 11 Mass. 288; 5 Litt. R. 45; 12 S. & R. 256; 1 Pet. S. C. R. 46. Vide Dane's Ab. h.t.
     5. Directors of a corporation are trustees, and as such are required to use due diligence and attention to its concerns, and are bound to a faithful discharge of the duty which the situation imposes. They are liable to the stockholders whenever there has been gross negligence or fraud; but not for unintentional errors. 1 Edw. Ch. R. 513; 8 N. S. 80; 3. L. R. 576. See 4 Mann. & Gr. 552.

References in classic literature ?
All you have to do is buy, buy, buy, and keep on buying to the last stroke, when the directors declare the double dividend.
The instant the action of the directors becomes known, Ward Valley will rush heavenward.
But it was still far from being the SYSTEM that Vail had dreamed of in his younger days; and so, when the directors put before him his unfinished plan, he surrendered.
As the day for the opening of the Exposition drew near, the Board of Directors began preparing the programme for the opening exercises.
We have the honour to inform our Directors that we arrived in Venice on December 6, 1860.
At that very moment, the Director came out of his room.
On the deck the director touched his cap to the two agents, who stood on the bank waving their hats, and turning to an old servant of the Company on his passage to headquarters, said, "Look at those two imbeciles.
Rabourdin resigns in a rage at finding Baudoyer appointed director.
The Theatin father, your eminence's director, was sent for this evening; and he cannot come again to my lord till after to-morrow.
The latter was very attentive to Anna Pavlovna because he wanted to be appointed director of one of the educational establishments for young ladies.
The Director of the Cambridge Observatory to the President of the Gun Club at Baltimore.
I tell you that, in the emigration, the Abbe de la Marche who was here and was employed in the Quiberoon business with Puisaye and Tinteniac, was the same Colonel of Mousquetaires Gris with whom Steyne fought in the year '86--that he and the Marchioness met again--that it was after the Reverend Colonel was shot in Brittany that Lady Steyne took to those extreme practices of devotion which she carries on now; for she is closeted with her director every day--she is at service at Spanish Place, every morning, I've watched her there--that is, I've happened to be passing there--and depend on it, there's a mystery in her case.

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