the ambo, in which the diptych was kept. The reading of these names during the canon of the mass gave rise to the term canonization. By various councils it was ordained that the name of the pope should always be inserted in the diptych list.
The addition of dates resulted from the custom of recording baptisms and deaths; and thus the diptych developed into a calendar and formed the germ of the elaborate system of festologies, martyrologies and calendars which developed in the church.
The diptych went by various names in the early church—mystical tablets, anniversary books, ecclesiastical matriculation registers or books of the living. According to the names inscribed, bishops, the dead or the living, a diptych might be a diptycha episcoporum, diptycha mortuorum or diptycha vivorum.
In course of time the list of the names swelled to such proportions that the space afforded by the diptych was insufficient. A third fold was consequently provided, and the tablet became a triptych (though the name diptych was retained as a general term for the object). Further room was afforded by the insertion of leaves of parchment or wood between the folds. The custom of reading names from the diptychs died out about the 8th century. The diptychs, however, were retained as altar ornaments. From the original consular documents onwards, the outsides of the folds had always been richly ornamented, and when they ceased to be of immediate practical use they became merely decorative. Instead of the list of names the inside was ornamented like the outer, and in the middle ages the best painters of the day would often paint them. When folded, the portraits of the donor and his wife might be shown; when open there would be three paintings, one on each fold, of a religious character. (R. A. S. M.)
DIR, an independent state in the North-West Frontier Province of India, lying to the north-east of Swat. Its importance chiefly arises from the fact that it commands the greater part of the route between Chitral and the Peshawar frontier. The quarrels and intrigues between the khan of Dir and Umra Khan of Jandol were among the chief events that led up to the Chitral Campaign of 1895. During that expedition the khan made an agreement with the British Government to keep the road to Chitral open in return for a subsidy. Including the Bashkars, an aboriginal tribe allied to the Torwals and Garhuis, who inhabit Panjkora Kohistan, the population is estimated at about 100,000.
DIRCE, in Greek legend, daughter of Helios the sun-god, the second wife of Lycus, king of Thebes. She sorely persecuted Antiope, his first wife, who escaped to Mount Cithaeron, where her twin sons Amphion and Zethus were being brought up by a herdsman who was ignorant of their parentage. Having recognized their mother, the sons avenged her by tying Dirce to the horns of a wild bull, which dragged her about till she died. Her body was cast into a spring near Thebes, which was ever afterwards called by her name. Her punishment is the subject of the famous group called “The Farnese Bull,” by Apollonius and Tauriscus of Tralles, in the Naples museum (see Greek Art, Plate I. fig. 51).
DIRECT MOTION, in astronomy, the apparent motion of a body of the solar system on the celestial sphere in the direction from west to east; so called because this is the usual direction of revolution and rotation of the heavenly bodies.
DIRECTORS, in company law, the agents by whom a trading or public company acts, the company itself being a legal abstraction and unable to do anything. As joint-stock companies have multiplied and their enterprise has extended, the position of directors has become one of increasing influence and importance. It is they who control the colossal funds now invested in trading companies, and who direct their policy (for shareholders are seldom more than dividend-drawers). Upon their uprightness, vigilance and sound judgment depends the welfare of the greatest part of the trade of the country concerned. It is not to be wondered at that in view of this influence and independence of action the law courts have held directors to a strict standard of duty, and that the parliament of the United Kingdom has singled out directors from other agents for special legislation in the Directors Liability Act 1890, the Larceny Act 1861, the Companies Act 1867 and the Winding-up Act 1890.
The first directors of a company are generally appointed by the articles of association. Their consent to act must now, under the Companies Act 1908, be filed with the registrar of joint-stock companies. Directors other than the first are elected at the annual general meeting, a certain proportion of the acting directors—usually one-third—retiring under the articles by rotation each year, and their places being filled up by election. A share qualification is nearly always required, on the well-recognized principle that a substantial stake in the undertaking is the best guarantee of fidelity to the company’s interests. A director once appointed cannot be removed during his term of office by the shareholders, unless there is a special provision for that purpose in the articles of association; but a company may dismiss a director if the articles—as is usually the case—authorize dismissal. The authority and powers of directors are prima facie those necessary for carrying on the ordinary business of the company, but it is usual to define the more important of such powers in the articles of association. For instance, it is commonly prescribed how and when the directors may make calls, to what amount they may borrow, how they may invest the funds of the company, in what circumstances they may forfeit shares, or veto transfers, in what manner they shall conduct their proceedings, and what shall constitute a quorum of the board. Whenever, indeed, specific directions are desirable they may properly be given by the articles. But superadded to and supplementing these specific powers there is usually inserted in the articles a general power of management in terms similar to those of clause 55 of the model regulations for a company, known as Table A (clause 71 of the revised Table). The powers, whether general or specific, thus confided to directors are in the nature of a trust, and the directors must exercise them with a single eye to the benefit of the company. For instance, in allotting shares they must consult the interests of the company, not favour their friends. So in forfeiting shares they must not use the power collusively for the purpose of relieving the shareholder from liability. To do so is an abuse of the power and a fraud on the other shareholders.
It would give a very erroneous idea of the position and functions of directors to speak of them—as is sometimes done—as trustees. They are only trustees in the sense that every agent is. They are “commercial men managing a trading concern for the benefit of themselves and the other shareholders.” They have to carry on the company’s business, to extend and consolidate it, and to do this they must have a free hand and a large discretion to deal with the exigencies of the commercial situation. This large discretion the law allows them so long as they keep within the limits set by the company’s memorandum and articles. They are not to be held liable for mere errors of judgment, still less for being defrauded. That would make their position intolerable. All that the law requires of them is that they should be faithful to their duties as agents—“diligent and honest,” to use the words of Sir George Jessel, formerly master of the rolls. Thus in the matter of diligence it is a director’s duty to attend as far as possible all meetings of the board; at the same time non-attendance, unless gross, will not amount to negligence such as to render a director liable for irregularities committed by his co-directors in his absence. A director again must not sign cheques without informing himself of the purpose for which they are given. A director, on the same principle, must not delegate his duties to others unless expressly authorized to do so, as where the company’s articles empower the directors to appoint a committee. Directors may, it is true, employ skilled persons, such as engineers, valuers or accountants, to assist them, but they must still exercise their judgment as business men on the materials before them. Then in the matter of honesty, a director must not accept a present in cash or shares or in any other form whatever from the company’s vendor, because such a present is neither more nor less than a bribe to betray the interests of the company, nor must he make any profit in the matter of his agency without the knowledge and consent of his principal, the company. He must not, in other words, put himself in a position in which his duty to the company
