DIPLOMATICS. The art of judging of ancient charters, public documents or diplomas, and discriminating1 the true from the false. Encyc. Lond. h. t.
DIRECT. Straight forward; not collateral2.
2. The direct line of descents for example, is formed by a series of degrees between persons who descend3 one from another. Civ. Code of Lo. art. 886.
DIRECTION. The order and government of an institution; the persons who compose the board of directors are jointly4 called the direction. Direction, in another sense, is nearly synonymous with instruction. (q. v.)
DIRECTION, practice. That part of a bill in chancery which contains the address of the bill to the court; this must of course, contain the appropriate and technical description of the court.
DIRECTOR OF THE MINT. An officer whose duties are prescribed by the Act of Congress of January 18, 18 37, 4 Sharsw. Cont. of Story L. U. S. 2524, as follows: The director shall have the control and management of the mint, the superintendence of the officers and persons employed therein, and the general regulation and supervision5 of the business of the several branches. And in the month of January of every year he shall make report to the president of the United States of the operation of the mint and its branches for the year preceding. And also to the secretary of the treasury6, from time to time, as said secretary shall require, setting forth7 all the operations of the mint subsequent to the last report made upon the subject.
2. The director is required to appoint, with the approbation8 of the president, assistants to the assayer9, melter and refiner, chief coiner and engraver10, and clerks to the director and treasurer11, whenever, on representation made by the director to the president, it shall be the opinion of the president that such assistants or clerks are necessary. And bonds may be required from such assistants and clerks in such sums as the director shall determine, with the approbation of the secretary of the treasury. The salary of the director of the mint, for his services, including travelling expenses incurred12 in visiting the different branches, and all other charges whatever, is three thousand five hundred dollars. DIRECTORS. Persons appointed or elected according to law, authorized13 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 statutes14, it is generally contemplated15 by the charter, that the business of the corporation shall be transacted16 exclusively by the directors. 2 Caines' R. 381. And the acts of such a board, evidenced by a legal vote, are as completely binding17 upon the corporation, and as complete authority to their agents, as the most solemn acts done under the corporate18 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 consuited with; and there must be a sufficient number present to constitute a quorum19. 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 stockhoders whenever there has been gross negligence20 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.