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his direction, and he to have power of making In the acts of Congress granting lands to the contractor remove materials and power to the Northern Pacific Railroad Company, and dismiss workmen, defendant was “a person providing for the selection of indemnity lands acting under the direction of the board of “under the direction of the Secretary of the healtb" within St. 11 & 12 Vict. c. 63, § 139, Interior,” the term does not mean subject providing that no process should be sued out to the approval of that officer. "Direction,” against any person acting under the direction says Mr. Webster, is an "order prescribed, of the board of health until one month after either verbally or written; instructions in notice had been delivered to him. Newton what manner to proceed. The employer gives v. Ellis, 5 El. & Bl. 115, 123. directions to his workmen; the physician, to his patient.” Lord Coleridge, defining the

As general instructions. phrase “under the direction of," says: “Work

Several actions for a nuisance occasioned is done by the direction of the board, who by the defendant's dam were referred under were represented by the surveyor.

It is a rule of court, accompanied with an agreedone in the manner in which they should ment that the referees might decide how prescribe, and is therefore done under their much the dam should be cut down, and that direction." Newton v. Ellis, 5 El. & Bl. 124. the same should be done “under their direcTo make the selections "under the direction tion." Held, that the phrase "under their of the Secretary of the Interior" is to make direction" meant that they should give genthem in accordance with the rules and regu- eral instructions as to the manner of cutting lations prescribed by him. Northern Pac. R. down the dam. Berkshire Woollen Co. v. Day, Co. v. Barnes, 51 N. W. 386, 403, 404, 2 N. 66 Mass. (12 Cush.) 128, 130. D. 367.

As guardianship.
As authority to control.

A devise providing that the executors
The word “direction," in the clause In shall have control and direction over a son

ould have the power of Rev. Laws, $ 819, providing that writs shall meant that they be issued by the clerks under the direction of guardianship over the son. Rock River Pathe judges, is to be construed in the sense of per Co. v. Fisk, 10 N. W. 344, 346, 47 Mich. authority to direct as circumstances may re

212. quire only, and not as requiring "direction" in order to confer authority on the clerk DIRECTLY. to act. In re Durant, 12 Atl. 650, 652, 60 Vt

Under Comp. St. c. 18, § 146, providing 176.

that every unorganized county shall be at"Direction,” as used in Rev. St. 88 441, tached to the nearest organized county di453, 2478 (U. S. Comp. St. 1901, pp. 252, 257, rectly east for election, judicial, and revenue 1586), providing that the Commissioner of the purposes, where about one-half of the eastGeneral Land Office is to perform, under the eru boundary of an unorganized county was direction of the Secretary of the Interior, all an organized county of the state and the reexecutive duties, etc., is intended as an ex- mainder of such eastern boundary was anpression in general terms of the power of other state, the whole of such unorganized the Secretary to supervise and control the county was attached to such organized counoperations of the Land Department, of which ty, and not merely the portion thereof which he is the head. It means that in important was directly west of the organized county. matters, relating to the sale and disposition State v. Van Camp, 54 N. W. 113, 116, 36 Neb. of the public domain, the surveying of pri.

13. vate claims, and the issuing of patents there A contract for the sale of a lumber busion, and the administration of the trust de- ness, which provides that the seller shall not volving upon the government by reason of "engage in the lumber business, directly or the laws of Congress or under treaty stipula- indirectly," at the town where the business tions, the Secretary of the Interior is the sold is situated, means not only engaging in supervising agent of the government, to do the business on his own behalf, but engaging Justice to all claimants and preserve the in the service of a rival dealer, for the purrights of the people of the United States. pose of soliciting and making sales. Nelson Warner Valley Stock Co. v. Smith, 17 Sup. V. Johnson, 36 N. W. 868, 38 Minn. 255. Ct. 225, 227, 165 U. S. 28, 41 L. Ed. 621 (citing Knight v. United Land Ass'n, 142 U. S. 161,

"Directly,” as used in a statute relating 12 Sup. Ct. 258, 35 L. Ed. 974; Orchard v.

to the obtaining of a settlement by a pauper Alexander, 157 U. S. 372, 15 Sup. Ct. 635, 39 coming directly from some foreign port of

place into the state, means coming from some

port or place out of the United States, withWhere defendant contracted with a local out passing through either of the sister states board of health to dig wells for them accord- into the state. Stillwater Tp. v. Green Tp., ing to a specification prepared by the sur- 9 N. J. Law (4 Halst.) 59, 63 (citing Overseers veyor, the works to be done to the satisfac- of Chatham v. Overseers of Middlefield [N. tion of such surveyor, the digging to be under Y.] 19 Johns. 56).

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L. Ed. 737).

As a direct course.

Within an instruction that plaintiff's conWithin instructions to British cruisers to tributory negligence only could relieve the seize all ships laden with goods from Spanish liability of defendant, and must have diports, and going directly from them to any rectly contributed to his injury, "directly" port in Europe, does not mean going in a

means approximately, which is the technical direct course, which would be an absurd con- and more accurate word used by text writers, struction. Then nothing would be necessary

and in the opinion of courts generally, where to evade the order but going out of the di- the effect of plaintiff's contributory neglirect course.

The meaning is “going in a di- gence is scientifically discussed; but in this rect voyage.” A voyage may be direct, and connection the two words are synonymous. the course indirect whether the voyage is Davis v. Spicer, 27 Mo. App. 279; Missouri, direct is a matter of fact, to be determined K. & T. Ry. Co. v. Lyons (Tex.) 53 S. W. 96, from the exigencies of the case. The British 97; Gates v. Burlington, C. R. & M. R. Co., courts have beld that the directness of the

39 Iowa, 45, 46. voyage from the Spanish colony to the moth

As in a straight line. er country is broken by a bona fide importation into the United States, and there is no

The word “directly” is derived from the instance of any importation being bona fide Latin “directus,” straight, past participle of

The without landing the goods. Kohne v. In- "dirigere," to set in a straight line. surance Co. of North America (Pa.) 6 Bin. primary idea is of space-in a straight line, 219, 225.

rectilinearly, undeviating, etc. All the sec

ondary meanings are analogous to the idea As immediately.

of straightness in space. The following are

the primary definitions of the leading auAct April 8, 1801 (1 K. & R. Laws, p. thorities. Cent. Dict.: "In a straight line 566; Laws 24th Sess. c. 184) $ 2, declares or course, literally or figuratively; in a dithat all mariners coming into the state, and rect manner; rectilinearly." Bouv. Law having no settlement in the state or in any Dict.: "Straightforward." Anderson, Law of the United States, and every other person Dict.: "Straight; not circuitous; immediate; coming directly from some foreign port or the first or original.” An entrance to a barplace into the state, shall be deemed to be room, requiring a circuitous or crooked route legally settled in the city or town in which of travel from the highway to the barroom, they shall have first resided for the space of is an entrance other than directly from the one year. Held, that the word “directly" public traveled way. State V. Conley, 48 means coming from some port or place out Atl. 200, 201, 22 R. I. 397. of the United States, without passing through either of the sister states. Overseers of Chat Reasonable time, or as soon as possible. ham v. Overseers of Middlefield (N. Y.) 19 In Duncan v. Topham, 8 C. B. 225, the Johns. 56, 57.

proof showed that a contract provided that

goods were to be shipped directly, and the Act 1774, providing that a healthy per- court held that within a reasonable time was son coming directly from Europe into the state should be legally settled in the town- meant by the word “directly.” Metropolitan

a much more protracted period than was ship in which he should first settle and reside Land Co. v. Manning, 71 S. W. 696, 699, 98 for one year, cannot be construed to apply Mo. App. 248; Lewis v. Hojer, 16 N. Y. Supp. to a pauper who came to New Jersey from 534, 536; Sentenne v. Kelly, 13 N. Y. Supp. the state of New York nearly two months 5:29, 530, 59 Hun, 512. There is also a disafter he landed from Europe. It would be tinction between “directly” and “as soon as a perversion of language and a denial of any possible.” Sentenne v. Kelly, 13 N. Y. Supp. signification or force to the word to say that 529, 530, 59 Hun, 512 he came directly from Europe. Stillwater Tp. v. Green Tp., 9 N. J. Law (4 Halst.) 59, 63.

DIRECTLY INTERESTED. As proximately.

A juror, on being examined as to bis An instruction, in an action for death, qualifications, stated that he had formed an that unless the death was caused directly opinion as to the merits of the case from by the acts of the defendant he could not be facts which he had heard from the parties held liable, meant that unless the death was directly interested in the case. Held, that proximately caused, etc. McLean v. Bur- this answer could not be considered to justify bank, 11 Minn. 277, 290 (Gil. 189, 199).

the court in holding that the juror's opinion

was based on public rumor or common no“Directly,". as used in the Washington toriety; that it might be conceded that the water tunnel act (22 Stat. 168), providing for words “directly interested” are somewhat compensation to persons directly injured in vague and indefinite, and did not necessarily any property rights, must be understood in refer to parties who were competent witIts colloquial sense, and means proximate and nesses to the facts; but the words must be actual. Lyons v. United States (U. S.) 26 construed to import persons having better Ct. Cl. 31, 42.

opportunities to know and state the facts of

are

the case than mere repeaters of public rumor. "Directors," as used in 1 Rev. St. p. 590, People v. Wells, 34 Pac. 718, 719, 100 Cal. § 1, subd. 9, prohibiting the directors of a 227.

moneyed corporation from making loan or

discounts to the “directors” of a corporation, DIRECTLY TEND.

or on paper on which they or any of them

are responsible to an amount exceeding in Where, on the trial of a prosecution for the aggregate one-third of the capital stock murder, the court, in instructing a jury, as of the company, means the corporation itself, sumed to distinguish between the occurrences or the board or body exercising the corpobappening after the killing which did, and rate franchises, by whom or under whose those which did not, directly tend to prove direction or authority alone these violations premeditation, the phrase "directly tend” had of the statute could occur. Bank Com'rs v. no different meaning than “tending." State Bank of Buffalo (N. Y.) 6 Paige, 497, 502. 5. Anderson, 10 Or. 448, 461.

Directors usually but consulting

creditors. They are but occasionally at the DIRECTOR

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."

hold that a verbal notice, communicated to All directors, see “All."

a director, not at the place of business of

the company, but at his house or upon the Directors are persons appointed or elect- street, or wherever he might happen to be ed according to law, authorized to manage at the time, is binding upon the company. and direct the affairs of a corporation or Bard v. Pennsylvania Mut. Fire Ins. Co., 153 company. Brandt v. Godwin, 3 N. Y. Supp. Pa. 257, 262, 23 Atl. 1124, 34 Am. St. Rep. 704. S07, 809.

The directors of a corporation are its A director is defined by Webster to be chosen representatives, and constitute the one who or that which directs, especially one corporation to all purposes in dealing with of a body of persons who manages the af- others. What they do to further the purfairs of a corporation. Thus, where the poses of the corporation, the corporation does. Grand Foreman of a fraternal order was by if they do an injury to another, though it the constitution of the order to assist the necessarily involves in its commission a maGrand Master Workman, and in his absence licious intent, the corporation must be deempreside over the lodge, he was a director of ed by imputation to be guilty of the wrong it, within the code provisions providing for and answerable as an individual in such case. service of summons on a director or other Maynard v. Firemen's Fund Ins. Co., 31 Cal. official of the corporation. Balmford

V. 48, 91 Am. Dec. 672. Grand Lodge A. 0. U. W., 37 N. Y. Supp. 645, 646, 16 Misc. Rep. 4.

As an agent or trustee. The term "director," as used in the chap

Directors 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.

A director of a corporation is a trustee

for the entire body of stockholders, and both The term “director,” as used in the chap- good morals and common law imperatively ter of the Penal Code relating to fraudulent demand that he shall manage all the business insolvencies by corporations and other frauds affairs of the company, with a view to proin their management, includes any of the mote, not his own interests, but the compersons having by law the direction or man

mon interests, and by assuming the office agement of the affairs of a corporation, by he undertakes to give his best judgment in whatever name described. Pen. Code N. Y. the interests of the corporation in all matters 1903, 8 614.

in which he acts for it, untrammeled by any The term "directors," as used in the hostile interest in himself or others. Bird chapter relating to home, life and accident Coal & Iron Co. v. Humes, 27 Atl. 750, 752, insurance companies, includes the persons 157 Pa. 278, 37 Am. St. Rep. 727. duly appointed or designated to manage the

The directors of a corporation are the affairs of the company. Rev. St. Tex. 1895,

mere agents of the stockholders. They are art. 3096a.

trustees and representatives charged with The word “directors," used in the arti. the exercise of all the powers of a corporacle relating to general provisions concerning tion which do not involve fundamental chan. corporations, includes managers and trus- ges in the purpose of its incorporators or tees. Ky. St. 1903, § 575.

in the relation of the stockholders. Louis.

ville Trust Co. v. Louisville, N. A. & C. R. The directors of a bank of discount and Co. (U. S.) 75 Fed. 433, 449, 22 C. C. A. 378. deposit, incorporated under the statute, are

not, at least in a technical sense, trustees, Under Burns' Rev. St. 1894, $8 2922- and it is said that they cannot be held to a 2925, 2927, 2929, 2934, defining the powers very high degree of diligence in their manand duties of the directors of a bank, di- agement of the financial affairs of the bank. rectors are agents of the corporation, hav- They usually serve without pay, and the ing general custody, control, and manage general conduct of the business of the bank ment of its property and affairs, and as such is necessarily intrusted to a large extent to are liable for losses and waste of money and the executive officers of the bank; but at the property through their gross inattention to same time the directors are in a very emthe business of the bank, or their willful phatic sense officers of the corporation, and violation of their duties. This general su- have large powers, which they can neither pervision over the business and property of evade nor delegate. Coddington v. Canaday, the bank should enable them to know the 61 N. E. 567, 572, 157 Ind. 243. financial condition of the bank at all times, the character of the men employed, and the

Directors of a corporation are fiducicorrectness of the accounts. They are the aries, and subject to the rule that persons agents of the corporation, and as such are standing in such relation will not be sufliable to account for all property which bas fered to retain a personal profit out of transbeen intrusted to their control or manage-actions respecting the subject-matter of the ment. They are liable for losses or waste trust, but will be compelled to account to occurring through gross negligence or inatten their cestuis que trust therefor. Forker v. tion to business, though not for mere errors Brown, 30 N. Y. Supp. 827, 829, 10 Misc. of judgment. The borrowing of money and Rep. 161. executing of worthless paper for the same, A director of a stock corporation occupies the transfer of bills receivable to preferred one of those fiduciary relations where his creditors, etc., by the president of a bank, dealings with the subject matter of his trust and the fact that he was permitted to do so, constitutes such negligence and carelessness whose interest is confided to his care are re

or agency and with the beneficiary or party on the part of the directors of the bank as garded with jealousy by the courts. He will render them liable for all such losses to must deal with the interest confided to his the bank. Coddington v. Canaday, 61 N. E. care with conscientious fairness, and will 567, 572, 157 Ind. 243.

not be permitted to secure advantages by The directors of an incorporated com

virtue of his position prejudicial to the interpany are not technically trustees. They are

ests he represents. The relative duties and the agents of the company, and, so far as

obligations of managers and officers of a the doctrines in reference to trusts are ap- corporation to it and to its stockholders have plicable to the relations of principal and been likened to those of trustee and cestuis agent, the same will be enforced against the que trust. Glenwood Mfg. Co. v. Syme, 85 directors in favor of the corporation. Char- N. W. 132, 434, 109 Wis. 355. leston Ins. & Trust Co. v. Sebring (S. C.) 5

As executive officers. Rich. Eq. 312, 345.

See “Executive Officer." Directors of a corporation, such as a bank, are not express trustees. In this con As officers of corporation. nection the court says: "The language of See "Officer (Of Corporations)." Special Judge Ingersoll, in Shea v. Mabry, 69 Tenn. (1 Lea) 319, that directors are trus

DIRECTORY STATUTE. tees,' etc., is rhetorically sound, but technically inexact. It is a statement often found The distinction between directory statute in opinions, but is true only to a limited ex- and imperative statute is that a clause is ditent. They are mandataries. They are rectory when the provisions contain mere agents. They are trustees, in the sense that matters of deduction and nothing more, but every agent is a trustee for his principal, not so when they are followed by such words and bound to exercise diligence and good as are used here, “that anything done confaith. They do not hold the legal title, and trary to such provision shall be null and void more often than otherwise are not the offi- to all intents"; these words giving direct, cers of the corporation having possession of positive, and absolute prohibition. A statute the corporate property. They are equally in- directing the mode of proceeding by public terested with those they represent. They officers is to be deemed directory, and a premore nearly represent the managing partners cise compliance is not to be deemed essenin a business firm than a technical trustee. tial to the validity of the proceedings, unless At most they are implied trustees, in whose so declared by statute. Nelms v. Vaughan, 5 favor the statutes of limitation do run. S. E. 704, 706, 84 Va. 696 (ci'ing Pearse v. Wallace v. Lincoln Sav. Bank, 15 S. W. 448, Morrice, 2 Adol. & E. 94). A statute author453, 89 Tenn. (5 Pickle) 630, 24 Am. St. Rep. izing the majority of judges in any county to 025.

request the Governor to direct a judge of a

superior court in any other county to hold a DISABILITY. session of the superior court in the county mentioned is directory merely, and not im See “Civil Disabilities”; “Legal Disabillperative. State v. Holmes, 40 Pac, 735, 737, ty''; “Physical Disability.” 12 Wash. 169.

Other disa bility, see "Other." A clause of a statute is directory when The words "under disability" include the provision contains mere matter of direc- married women, except as otherwise providtion and no more, but not so when it is ed by law, persons under the age of 21 years, followed by words of positive prohibition. insane persons, and convicts while confined Prohibitory words can rarely, if ever, be di- in the penitentiary. Code W. Va. 1899, p. rectory. There is but one way to obey the 133, c. 13, § 17. command, “Thou shalt not,” which is to abstain altogether from doing the act forbidden. Disability, within the statute of limitaRev. St. arts. 1694, 1697, directing judges of tions, necessarily presupposes an existing election to write the voter's poll list number right, which has been disabled. In order for on the ballot, and forbidding the counting of a right to be disabled, it must have accrued. an unnumbered ballot, is mandatory. State Valle v. Obenhause, 62 Mo. 81, 89. v. Conner, 23 S. W. 1103, 1107, 86 Tex, 133.

"Disability," as used in the statute of Statutes may be directory or imperative. limitations, is the want of legal capacity to The former prescribe privileges, and the lat- do a thing. The disability may relate to the ter impose duties. The former leave room power to contract or to bring suit, and may for the exercise of a choice or discretion, arise out of want of sufficient understanding, while the latter are absolute and peremptory. as idiocy, lunacy, infancy, or want of freePayne v. Fresco (Pa.) 4 Kulp, 25, 26.

dom of will, as in the case of married women

and persons under duress, or out of the poli"It would not be, perhaps, easy to lay cy of the law, as alienage, when the alien is down any general rule as to when the provi- an outlaw, and the like. The disability is sions of a statute are merely directory, and something pertaining to the person of the when mandatory or imperative. Where the party, a personal incapacity, and not to the words are affirmative, and relate to the man cause of action or his relation to it. There ner in which power or jurisdiction vested in a must be a present right of action in the perpublic officer or body is to be exercised, and son, but some want of capacity to sue. Bernot to the limits of the power or jurisdiction kin v. Marsh, 44 Pac. 528, 530, 18 Mont. 152, itself, they may be, and often have been, 56 Am. St. Rep. 565. construed to be directory; and negative words, which go to the power or jurisdiction Death. itself, have never been brought within that

An accident insurance policy provided category. "A clause is directory," says Taun- ' for a weekly indemnity not exceeding 52 ton, J., "when the provisions contain mere weeks for total “disability.” Insured died matter of direction and no more, but not so within 24 hours after an accident. Held, that when they are followed by words of positive his personal representative was not entitled prohibition; and hence where a statute pro- to recover indemnity for the balance of the vides that no debt should be binding on a cer- period, as death cannot be said to be disabilitain city, unless authorized by law or ordi- ty. Rosenberry v. Fidelity & Casualty Co., nance and an appropriation therein previous- 43 N. E. 317, 318, 14 Ind. App. 625. ly made by the council, it was not directory, but mandatory." Bladen v. City of Phila A weekly indemnity insurance policy delphia, 60 Pa. (10 P. F. Smith) 464, 466. agreed to indemnity the insured against

physical injury, resulting in disability, caus

ed by external or accidental means, and DIRECTORY TRUST.

against loss of time at a certain sum per A directory trust arises when by the week, for not more than a certain number of terms of the trust the fund is directed to be weeks, and provided that the death of the ininvested in a particular manner until the pe- sured should immediately terminate all liariod arrives at which it is to be appropriated. bility under the policy. There was no provi. In such cases, if the fund be not invested, or sion in express terms as to the death of the invested in a different manner from that insured and providing a payment therefor. pointed out, it is an abuse of trust, for which An indentification card given insured providthe trustees are responsible, though but one ed that notice in accordance with the policy receives the money, because both are bound must be given of accidental death injury. to attend to the directions of the trust, and Held, that the death of the insured, caused must be careful to execute it faithfully ac- by accidental means, was not a disability cording to its terms and the intention of the within the policy. Burnett v. Railway Offi. person by whom it was created. Deaderick cials' & Employés' Acc. Ass'n, 64 S. W. 18, 5. Cantrell, 18 Tenn. (10 Yerg.) 263, 272, 31 19, 107 Tenn. 185 (citing Hall v. Americar Am. Dec. 576.

Employers' Liability Ins. Co., 23 S. E. 310,

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