DIRECTORS

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.