As approval. In the acts of Congress granting lands to the Northern Pacific Railroad Company, and providing for the selection of indemnity lands "under the direction of the Secretary of the Interior," the term does not mean subject to the approval of that officer. "Direction," says Mr. Webster, is an "order prescribed, either verbally or written; instructions in what manner to proceed. The employer gives directions to his workmen; the physician, to his patient." Lord Coleridge, defining the phrase "under the direction of," says: "Work is done by the direction of the board, who were represented by the surveyor. It is done in the manner in which they should prescribe, and is therefore done under their direction." Newton v. Ellis, 5 El. & Bl. 124. To make the selections "under the direction of the Secretary of the Interior" is to make them in accordance with the rules and regulations prescribed by him. Northern Pac. R. Co. v. Barnes, 51 N. W. 386, 403, 404, 2 N. D. 367. As authority to control. The word "direction," in the clause in Rev. Laws, § 819, providing that writs shall be issued by the clerks under the direction of the judges, is to be construed in the sense of authority to direct as circumstances may require only, and not as requiring "direction" in order to confer authority on the clerk to act. In re Durant, 12 Atl. 650, 652, 60 Vt. 176. "Direction," as used in Rev. St. §8 441, 453, 2478 [U. S. Comp. St. 1901, pp. 252, 257, 1586], providing that the Commissioner of the General Land Office is to perform, under the direction of the Secretary of the Interior, all executive duties, etc., is intended as an expression in general terms of the power of the Secretary to supervise and control the operations of the Land Department, of which he is the head. It means that in important matters, relating to the sale and disposition of the public domain, the surveying of private claims, and the issuing of patents thereon, and the administration of the trust devolving upon the government by reason of the laws of Congress or under treaty stipulations, the Secretary of the Interior is the supervising agent of the government, to do justice to all claimants and preserve the rights of the people of the United States. Warner Valley Stock Co. v. Smith, 17 Sup. Ct. 225, 227, 165 U. S. 28, 41 L. Ed. 621 (citing Knight v. United Land Ass'n, 142 U. S. 161, 12 Sup. Ct. 258, 35 L. Ed. 974; Orchard v. Alexander, 157 U. S. 372, 15 Sup. Ct. 635, 39 L. Ed. 737). Where defendant contracted with a local board of health to dig wells for them according to a specification prepared by the surveyor, the works to be done to the satisfaction of such surveyor, the digging to be under Under Comp. St. c. 18, § 146, providing that every unorganized county shall be attached to the nearest organized county directly east for election, judicial, and revenue purposes, where about one-half of the easteru boundary of an unorganized county was an organized county of the state and the remainder of such eastern boundary was another state, the whole of such unorganized county was attached to such organized county, and not merely the portion thereof which was directly west of the organized county. State v. Van Camp, 54 N. W. 113, 116, 36 Neb. 13. A contract for the sale of a lumber business, which provides that the seller shall not "engage in the lumber business, directly or indirectly," at the town where the business sold is situated, means not only engaging in the business on his own behalf, but engaging in the service of a rival dealer, for the purpose of soliciting and making sales. Nelson v. Johnson, 36 N. W. 868, 38 Minn. 255. to the obtaining of a settlement by a pauper "Directly," as used in a statute relating coming directly from some foreign port of place into the state, means coming from some port or place out of the United States, without passing through either of the sister states into the state. Stillwater Tp. v. Green Tp., 9 N. J. Law (4 Halst.) 59, 63 (citing Overseers of Chatham v. Overseers of Middlefield [N. Y.] 19 Johns. 56). As a direct course. Within instructions to British cruisers to seize all ships laden with goods from Spanish ports, and going directly from them to any port in Europe, does not mean going in a direct course, which would be an absurd construction. Then nothing would be necessary to evade the order but going out of the direct course. The meaning is "going in a direct voyage." A voyage may be direct, and the course indirect. Whether the voyage is direct is a matter of fact, to be determined from the exigencies of the case. The British courts have held that the directness of the voyage from the Spanish colony to the mother country is broken by a bona fide importation into the United States, and there is no instance of any importation being bona fide without landing the goods. Kohne v. Insurance Co. of North America (Pa.) 6 Bin. 219, 225. As immediately. Act April 8, 1801 (1 K. & R. Laws, p. 566; Laws 24th Sess. c. 184) § 2, declares that all mariners coming into the state, and having no settlement in the state or in any of the United States, and every other person coming directly from some foreign port or place into the state, shall be deemed to be legally settled in the city or town in which they shall have first resided for the space of one year. Held, that the word "directly" means coming from some port or place out of the United States, without passing through either of the sister states. Overseers of Chatham v. Overseers of Middlefield (N. Y.) 19 Johns. 56, 57. Act 1774, providing that a healthy person coming directly from Europe into the state should be legally settled in the township in which he should first settle and reside for one year, cannot be construed to apply to a pauper who came to New Jersey from the state of New York nearly two months after he landed from Europe. It would be a perversion of language and a denial of any signification or force to the word to say that he came directly from Europe. Stillwater Tp. v. Green Tp., 9 N. J. Law (4 Halst.) 59, 63. As proximately. An instruction, in an action for death, that unless the death was caused directly by the acts of the defendant he could not be held liable, meant that unless the death was proximately caused, etc. McLean v. Burbank, 11 Minn. 277, 290 (Gil. 189, 199). "Directly," as used in the Washington water tunnel act (22 Stat. 168), providing for compensation to persons directly injured in any property rights, must be understood in its colloquial sense, and means proximate and actual. Lyons v. United States (U. S.) 26 Ct. Cl. 31, 42. Within an instruction that plaintiff's contributory negligence only could relieve the liability of defendant, and must have directly contributed to his injury, "directly" means approximately, which is the technical and more accurate word used by text writers, and in the opinion of courts generally, where the effect of plaintiff's contributory negligence is scientifically discussed; but in this connection the two words are synonymous. Davis v. Spicer, 27 Mo. App. 279; Missouri, K. & T. Ry. Co. v. Lyons (Tex.) 53 S. W. 96, 97; Gates v. Burlington, C. R. & M. R. Co., 39 Iowa, 45, 46. As in a straight line. The The word "directly" is derived from the Latin "directus," straight, past participle of "dirigere," to set in a straight line. primary idea is of space-in a straight line, rectilinearly, undeviating, etc. All the secondary meanings are analogous to the idea of straightness in space. The following are the primary definitions of the leading authorities. Cent. Dict.: "In a straight line or course, literally or figuratively; in a direct manner; rectilinearly." Bouv. Law Dict.: "Straightforward." Anderson, Law Dict.: "Straight; not circuitous; immediate; the first or original." An entrance to a barroom, requiring a circuitous or crooked route of travel from the highway to the barroom, is an entrance other than directly from the public traveled way. State v. Conley, 48 Atl. 200, 201, 22 R. I. 397. Reasonable time, or as soon as possible. In Duncan v. Topham, 8 C. B. 225, the proof showed that a contract provided that goods were to be shipped directly, and the court held that within a reasonable time was a much more protracted period than was meant by the word "directly." Metropolitan Land Co. v. Manning, 71 S. W. 696, 699, 98 Mo. App. 248; Lewis v. Hojer, 16 N. Y. Supp. 534, 536; Sentenne v. Kelly, 13 N. Y. Supp. 529, 530, 59 Hun, 512. There is also a distinction between "directly" and "as soon as possible." Sentenne v. Kelly, 13 N. Y. Supp. 529, 530, 59 Hun, 512 DIRECTLY INTERESTED. A juror, on being examined as to his qualifications, stated that he had formed an opinion as to the merits of the case from facts which he had heard from the parties directly interested in the case. Held, that this answer could not be considered to justify the court in holding that the juror's opinion was based on public rumor or common notoriety; that it might be conceded that the words "directly interested" are somewhat vague and indefinite, and did not necessarily refer to parties who were competent wit nesses to the facts; but the words must be construed to import persons having better opportunities to know and state the facts of the case than mere repeaters of public rumor. People v. Wells, 34 Pac. 718, 719, 100 Cal. 227. DIRECTLY TEND. Where, on the trial of a prosecution for murder, the court, in instructing a jury, assumed to distinguish between the occurrences happening after the killing which did, and those which did not, directly tend to prove premeditation, the phrase “directly tend” had no different meaning than "tending." State v. Anderson, 10 Or. 448, 461. DIRECTOR. "Directors," as used in 1 Rev. St. p. 590, § 1, subd. 9, prohibiting the directors of a moneyed corporation from making loan or discounts to the "directors" of a corporation, or on paper on which they or any of them are responsible to an amount exceeding in the aggregate one-third of the capital stock of the company, means the corporation itself, or the board or body exercising the corporate franchises, by whom or under whose direction or authority alone these violations of the statute could occur. Bank Com'rs v. Bank of Buffalo (N. Y.) 6 Paige, 497, 502. Directors are usually but consulting creditors. They are but occasionally at the place of business of a company, and it would See "Bank Director"; "De Facto Di- produce endless confusion if we were to rector"; "De Jure Director." All directors, see "All." Directors are persons appointed or elected according to law, authorized to manage and direct the affairs of a corporation or company. Brandt v. Godwin, 3 N. Y. Supp. 807, 809. A director is defined by Webster to be one who or that which directs, especially one of a body of persons who manages the affairs of a corporation. Thus, where the Grand Foreman of a fraternal order was by the constitution of the order to assist the Grand Master Workman, and in his absence preside over the lodge, he was a director of it, within the code provisions providing for service of summons on a director or other official of the corporation. Balmford v. Grand Lodge A. O. U. W., 37 N. Y. Supp. 645, 646, 16 Misc. Rep. 4. hold that a verbal notice, communicated to a director, not at the place of business of the company, but at his house or upon the street, or wherever he might happen to be at the time, is binding upon the company. Bard v. Pennsylvania Mut. Fire Ins. Co., 153 Pa. 257, 262, 25 Atl. 1124, 34 Am. St. Rep. 704. The directors of a corporation are its chosen representatives, and constitute the corporation to all purposes in dealing with others. What they do to further the purposes of the corporation, the corporation does. If they do an injury to another, though it necessarily involves in its commission a malicious intent, the corporation must be deemed by imputation to be guilty of the wrong and answerable as an individual in such case. Maynard v. Firemen's Fund Ins. Co., 34 Cal. 48, 91 Am. Dec. 672. As an agent or trustee. The term "director," as used in the chapDirectors of a corporation are to be conter relating to crimes against property, em-sidered as agents or mandataries of the braces any of the persons who have by law stockholders, and as such undertake the manthe direction or management of the affairs agement of its affairs according to the rules of a corporation, by whatever name such prescribed by their charter and the by-laws persons are described in its charter or known made in pursuance thereof. Campbell v. by law. Pen. Code Idaho 1901, § 5023; Rev. Watson, 50 Atl. 120, 132, 62 N. J. Eq. 396. Codes N. D. 1899, § 7536; Pen. Code S. D. 1903, 691; Pen. Code Cal. 1903, § 572. The term "director," as used in the chapter of the Penal Code relating to fraudulent insolvencies by corporations and other frauds in their management, includes any of the persons having by law the direction or management of the affairs of a corporation, by whatever name described. Pen. Code N. Y. 1903, § 614. The term "directors," as used in the chapter relating to home, life and accident insurance companies, includes the persons duly appointed or designated to manage the affairs of the company. Rev. St. Tex. 1895, art. 3096a. The word "directors," used in the article relating to general provisions concerning corporations, includes managers and trustees. Ky. St. 1903, § 575. A director of a corporation is a trustee for the entire body of stockholders, and both good morals and common law imperatively demand that he shall manage all the business affairs of the company, with a view to promote, not his own interests, but the common interests, and by assuming the office he undertakes to give his best judgment in the interests of the corporation in all matters in which he acts for it, untrammeled by any hostile interest in himself or others. Bird Coal & Iron Co. v. Humes, 27 Atl. 750, 752, 157 Pa. 278, 37 Am. St. Rep. 727. The directors of a corporation are the mere agents of the stockholders. They are trustees and representatives charged with the exercise of all the powers of a corporation which do not involve fundamental changes in the purpose of its incorporators or in the relation of the stockholders. Louis. ville Trust Co. v. Louisville, N. A. & C. R. Co. (U. S.) 75 Fed. 433, 449, 22 C. C. A. 378. Under Burns' Rev. St. 1894, §§ 29222925, 2927, 2929, 2934, defining the powers and duties of the directors of a bank, directors are agents of the corporation, having general custody, control, and manage ment of its property and affairs, and as such are liable for losses and waste of money and property through their gross inattention to the business of the bank, or their willful violation of their duties. This general supervision over the business and property of the bank should enable them to know the financial condition of the bank at all times, the character of the men employed, and the correctness of the accounts. They are the agents of the corporation, and as such are liable to account for all property which has been intrusted to their control or management. They are liable for losses or waste occurring through gross negligence or inattention to business, though not for mere errors of judgment. The borrowing of money and executing of worthless paper for the same, the transfer of bills receivable to preferred creditors, etc., by the president of a bank, and the fact that he was permitted to do so, constitutes such negligence and carelessness on the part of the directors of the bank as will render them liable for all such losses to the bank. Coddington v. Canaday, 61 N. E. 567, 572, 157 Ind. 243. The directors of an incorporated company are not technically trustees. They are the agents of the company, and, so far as the doctrines in reference to trusts are applicable to the relations of principal and agent, the same will be enforced against the directors in favor of the corporation. Charleston Ins. & Trust Co. v. Sebring (S. C.) 5 Rich. Eq. 342, 345. Directors of a corporation, such as a bank, are not express trustees. In this connection the court says: "The language of Special Judge Ingersoll, in Shea v. Mabry, 69 Tenn. (1 Lea) 319, that 'directors are trustees,' etc., is rhetorically sound, but technically inexact. It is a statement often found in opinions, but is true only to a limited extent. They are mandataries. They are agents. They are trustees, in the sense that every agent is a trustee for his principal, and bound to exercise diligence and good faith. They do not hold the legal title, and more often than otherwise are not the officers of the corporation having possession of the corporate property. They are equally interested with those they represent. They more nearly represent the managing partners in a business firm than a technical trustee. At most they are implied trustees, in whose favor the statutes of limitation do run." Wallace v. Lincoln Sav. Bank, 15 S. W. 448, 453, 89 Tenn. (5 Pickle) 630, 24 Am. St. Rep. 625. The directors of a bank of discount and deposit, incorporated under the statute. are not, at least in a technical sense, trustees, and it is said that they cannot be held to a very high degree of diligence in their management of the financial affairs of the bank. They usually serve without pay, and the general conduct of the business of the bank is necessarily intrusted to a large extent to the executive officers of the bank; but at the same time the directors are in a very emphatic sense officers of the corporation, and have large powers, which they can neither evade nor delegate. Coddington v. Canaday, 61 N. E. 567, 572, 157 Ind. 243. Directors of a corporation are fiduciaries, and subject to the rule that persons standing in such relation will not be suffered to retain a personal profit out of transactions respecting the subject-matter of the trust, but will be compelled to account to their cestuis que trust therefor. Forker v. Brown, 30 N. Y. Supp. 827, 829, 10 Misc. Rep. 161. A director of a stock corporation occupies one of those fiduciary relations where his dealings with the subject-matter of his trust or agency and with the beneficiary or party whose interest is confided to his care are regarded with jealousy by the courts. He must deal with the interest confided to his care with conscientious fairness, and will not be permitted to secure advantages by virtue of his position prejudicial to the interests he represents. The relative duties and obligations of managers and officers of a corporation to it and to its stockholders have been likened to those of trustee and cestuis Glenwood Mfg. Co. v. Syme, 85 que trust. N. W. 432, 434, 109 Wis. 355. As executive officers. See "Executive Officer." DIRECTORY STATUTE. The distinction between directory statute and imperative statute is that a clause is directory when the provisions contain mere matters of deduction and nothing more, but not so when they are followed by such words as are used here, "that anything done contrary to such provision shall be null and void to all intents"; these words giving direct, positive, and absolute prohibition. A statute directing the mode of proceeding by public officers is to be deemed directory, and a precise compliance is not to be deemed essential to the validity of the proceedings, unless so declared by statute. Nelms v. Vaughan, 5 S. E. 704, 706, 84 Va. 696 (cing Pearse v. Morrice, 2 Adol. & E. 94). A statute authorizing the majority of judges in any county to request the Governor to direct a judge of a superion court in any other county to hold a DISABILITY. A clause of a statute is directory when the provision contains mere matter of direction and no more, but not so when it is followed by words of positive prohibition. Prohibitory words can rarely, if ever, be directory. There is but one way to obey the command, "Thou shalt not," which is to abstain altogether from doing the act forbidden. Rev. St. arts. 1694, 1697, directing judges of election to write the voter's poll list number on the ballot, and forbidding the counting of an unnumbered ballot, is mandatory. State v. Conner, 23 S. W. 1103, 1107, 86 Tex. 133. Statutes may be directory or imperative. The former prescribe privileges, and the latter impose duties. The former leave room for the exercise of a choice or discretion, while the latter are absolute and peremptory. Payne v. Fresco (Pa.) 4 Kulp, 25, 26. "It would not be, perhaps, easy to lay down any general rule as to when the provisions of a statute are merely directory, and when mandatory or imperative. Where the words are affirmative, and relate to the manner in which power or jurisdiction vested in a public officer or body is to be exercised, and not to the limits of the power or jurisdiction itself, they may be, and often have been, construed to be directory; and negative words, which go to the power or jurisdiction itself, have never been brought within that category. "A clause is directory," says Taunton, J., "when the provisions contain mere matter of direction and no more, but not so when they are followed by words of positive prohibition; and hence where a statute provides that no debt should be binding on a certain city, unless authorized by law or ordinance and an appropriation therein previously made by the council, it was not directory, but mandatory." Bladen v. City of Philadelphia, 60 Pa. (10 P. F. Smith) 464, 466. DIRECTORY TRUST. A directory trust arises when by the terms of the trust the fund is directed to be invested in a particular manner until the period arrives at which it is to be appropriated. In such cases, if the fund be not invested, or invested in a different manner from that pointed out, it is an abuse of trust, for which the trustees are responsible, though but one receives the money, because both are bound to attend to the directions of the trust, and must be careful to execute it faithfully according to its terms and the intention of the person by whom it was created. Deaderick v. Cantrell, 18 Tenn. (10 Yerg.) 263, 272, 31 Am. Dec. 576. See "Civil Disabilities"; "Legal Disabili- The words "under disability" include married women, except as otherwise provided by law, persons under the age of 21 years, insane persons, and convicts while confined in the penitentiary. Code W. Va. 1899, p. 133, c. 13, § 17. Disability, within the statute of limitations, necessarily presupposes an existing right, which has been disabled. In order for a right to be disabled, it must have accrued. Valle v. Obenhause, 62 Mo. 81, 89. "Disability," as used in the statute of limitations, is the want of legal capacity to do a thing. The disability may relate to the power to contract or to bring suit, and may arise out of want of sufficient understanding, as idiocy, lunacy, infancy, or want of free dom of will, as in the case of married women and persons under duress, or out of the policy of the law, as alienage, when the alien is an outlaw, and the like. The disability is something pertaining to the person of the party, a personal incapacity, and not to the cause of action or his relation to it. There must be a present right of action in the person, but some want of capacity to sue. Berkin v. Marsh, 44 Pac. 528, 530, 18 Mont. 152, 56 Am. St. Rep. 565. Death. An accident insurance policy provided for a weekly indemnity not exceeding 52 weeks for total "disability." Insured died within 24 hours after an accident. Held, that his personal representative was not entitled to recover indemnity for the balance of the period, as death cannot be said to be disability. Rosenberry v. Fidelity & Casualty Co., 43 N. E. 317, 318, 14 Ind. App. 625. A weekly indemnity insurance policy agreed to indemnity the insured against physical injury, resulting in disability, caused by external or accidental means, and against loss of time at a certain sum per week, for not more than a certain number of weeks, and provided that the death of the insured should immediately terminate all liability under the policy. There was no provision in express terms as to the death of the insured and providing a payment therefor. An indentification card given insured provided that notice in accordance with the policy must be given of accidental death or injury. Held, that the death of the insured, caused by accidental means, was not a disability within the policy. Burnett v. Railway Officials' & Employés' Acc. Ass'n, 64 S. W. 18, 19, 107 Tenn. 185 (citing Hall v. American Employers' Liability Ins. Co., 23 S. E. 310, |