Beach, J.

Article IV of the Articles of Association of the Norwalk Hospital Association, provides that *472 “there shall be two classes of directors — one to hold office for life, the other to be annually elected. Persons contributing at any one time . . . the sum of two hundred dollars shall be directors for life”; that the elected directors shall be twelve in number; and that seven of the elected directors shall constitute a quorum for the transaction of business.

Article Y provides that “there shall be an annual meeting of the directors, at which seven of the elected directors shall constitute a quorum” for the election of officers, an executive committee, visitors, attending physicians and surgeons, etc. Other articles provide that the executive committee shall consist of three, who shall, “subject to the regulation of the directors,” manage the financial and other concerns of the hospital; that the number of visitors “shall be determined by the directors”; that the board of physicians and surgeons shall consist of as many members as shall “be chosen by the directors at their annual meeting”; that “the directors” shall, from time to time, make certain regulations; that “the board of directors” shall have power to make rules and by-laws; that the president shall preside at all meetings of “the directors”; and finally, that “these articles may be altered, amended or repealed by the corporation at any meeting called for that purpose.”

It would seem from the last-quoted provision, that if any uncertainty exists as to the powers and duties of the so-called “life directors,” the corporation might settle it at any meeting called for that purpose.

But assuming that the contending parties have a right to have the present articles of association authoritatively construed, it is first to be noted that they contain no direct intimation that the life directors are not to attend meetings and to participate in the supervisory managment of the corporation on the same *473 terms as the elected directors. That being so, we cannot find in the articles of association any authority for refusing to permit the plaintiff to offer a motion or to vote at the annual meeting of the directors in 1922. The provision for an annual meeting of the directors, at which seven elected directors shall constitute a quorum, very plainly contemplates the presence of some of the other class of directors at the meeting, and the twelfth by-law, which provides that the by-laws shall not be changed unless the alteration is “proposed in writing ... by at least twelve directors, of whom six shall be elected directors,” necessarily assumes that the other six may be life directors. If it had been intended, as the defendants claim, that the life directors were to be merely “honorary directors,” that they were to have none of the ordinary privileges of directors but merely to wear an empty and somewhat self-contradictory title, it would seem that such an unusual condition would have been plainly expressed in the articles of association. The articles also provide that those who contribute $500, shall not only be life directors, but vice-presidents for life, but it is elsewhere provided that all the duties of that office shall be performed by the elected vice-president. This again emphasizes the failure to put a like limitation on the privileges of life directors. It is pointed out that there are now one hundred and eight life directors, making, with the twelve elected directors, a board of one hundred and twenty. It must be admitted that this is a somewhat unwieldy number of managers; but the statement of facts does not show that any practical inconvenience has followed. On the contrary, there were but ten directors of both classes present at the annual meeting of 1922. Moreover, the remedy, if one be needed in the future, is in the hands of the corporation.

*474 It is also argued that if the life directors are counted as real directors, the provision that seven elected directors shall constitute a quorum, violated § 1928 of the Revision of 1888, declaring that “a majority of the directors of every corporation, convened according to the.by-laws, shall constitute a quorum for the transaction of business.” We think this section was directory, and did not prevent the corporators from agreeing that less than a majority should constitute a quorum. However that may be, the corporators did so agree, and as the section has been amended (Rev. 1918, § 3428), it no longer stands in the way, so far as a present declaratory judgment is concerned.

The Superior Court is advised to render judgment adjudging and declaring that the plaintiff as a life director of the Norwalk Hospital Association is entitled to exercise all the rights, powers and privileges, and to perform all the duties of a director of the association.

In this opinion the other judges concurred.