rs for statements or omissions in a prospectus see
COMPANY.

In managing the affairs of the company directors must meet together and
act as a body, for the company is entitled to their collective wisdom in
council assembled. Board meetings are held at such intervals as the
directors think expedient. Notice of the meeting must be given to all
directors who are within reach, but the notice need not specify the
particular business to be transacted. The articles usually fix, or give
the directors power to fix, what number shall constitute a quorum for a
board meeting. They also empower the directors to elect a chairman of
the board. The directors exercise their powers by a resolution of the
board which is recorded in the directors' minute-book.

The court will not as a rule interfere with the discretion of directors
honestly exercised in the management of the affairs of the company. The
directors have prima facie the confidence of the shareholders, and it is
not for the court to say that such confidence is misplaced. If the
stockholders are dissatisfied with the management the remedy is in their
own hands--they can call a meeting and elect a new board.

A company's articles usually provide for the payment of a certain sum to
each director for his services during the year. When this is the case it
is an authority to the directors to pay themselves the amount of such
remuneration. The remuneration, unless otherwise expressly provided,
covers all expenses incidental to the directors' duties. A director, for
instance, cannot claim to be paid in addition to his fixed remuneration
his travelling expenses for attending board meetings.

When a company winds up, the directors' powers of management come to an
end. Their agency is superseded in favour of that of the liquidator.
(E. MA.)

DIRECTORY, a term meaning literally that which guides or directs, and so
applied to a book or set of rules giving directions for public worship.
The _directorium_ or _ordo_ of the Roman Church contains regulations as
to the Mass and office to be used on each day throughout the year, and
the word is found in the _Directory for the Publick Worship of God_
drawn up in 1644 at the Westminster Assembly. The term now usually
signifies a book containing the names, addresses and occupations, &c. of
the inhabitants of a town or district, or of a similar list of the users
of a telephone supply, or of the members of a particular profession or
tra