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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 ?
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.
This dispute, much to the credit as well of the illustrious potentate above mentioned as of the worthy and enlightened directors of the railroad, has been pacifically arranged on the principle of mutual compromise.
The policy of insurance for my dwelling house had expired the day before; and, some dispute having arisen, it was agreed that, at six, I should meet the board of directors of the company and settle the terms of a renewal.
At last, by long persevering diplomacy, I have gained the assent of the Directors of the City Museum, to my examination of the Mummy -- you know the one I mean.
Accordingly, the directors of that institution consulted many persons who were supposed to know what steps should be taken, and it was finally decided that the best protection against fire--which is what was feared--was not water but sand.
Merryweather is the chairman of directors, and he will explain to you that there are reasons why the more daring criminals of London should take a considerable interest in this cellar at present.
I shall most certainly report this outrageous breach of ethics to the directors of the adjacent zoological garden.
Soon after this trip to Washington the directors of the Exposition decided that it would be a fitting recognition of the coloured race to erect a large and attractive building which should be devoted wholly to showing the progress of the Negro since freedom.
But something she yearned for by which her life might be filled with action at once rational and ardent; and since the time was gone by for guiding visions and spiritual directors, since prayer heightened yearning but not instruction, what lamp was there but knowledge?
I am getting 800 pounds a year, and only fancy it, he says he'll see that the directors make me a special grant.
The directors voted you three hundred guineas as salvage, and you refused them.
On the eighteenth the directors meet, and, instead of the customary dividend, a double dividend will be declared.

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