Board director

“ Regular attendance does not mean that directors must attend every meeting, but that directors should attend meetings as a matter of practice. A director of a publicly held corporation might be expected to attend regular monthly meetings, but a director of a small, family corporation might be asked to attend only an annual meeting. The point is that one of the responsibilities of a director is to attend meetings of the board of which he or she is a member. ”

“ The board of directors shall discharge the duties of engineers. Each director shall keep an accurate account of the time employed by each man under his charge, and shall report the same to the secretary every Friday evening. They shall superintend and direct all operations of the company. They shall divide the company into parties, each party to be headed by a director, who shall oversee their working, and take charge of the daily proceeds of the same, which he shall deliver to the treasurer every night, and take his receipt therefor. ”

“ The managing director shall be
appointed and his jurisdictions, powers, wage, and remunerations shall be
fixed by the board of directors in the joint- stock company, and the
general assembly in the other companies.
Second: It is impermissible to combine the post of chairman or deputy
chairman of the board of directors of a joint-stock company with the post
of managing director in it. It is also impermissible for a person to serve as
managing director in more than one joint- stock company. ”

“ The directors are always shareholders, unless the charter of a corporation permits the election of outsiders, a thing that rarely happens. The national banking act requires that every director shall own at least ten shares of stock, and many other corporations have similar requirements. The charter or statutes prescribe at least the minimum number that must be elected, but the maximum number is left to the stockholders themselves. A national bank must have five directors, not infrequently the board is composed of ten, fifteen, or even more. ”

“ Though the shareholders have given equal powers to the directors of their company, inequalities of power soon arise among them; and usually the supremacy of some one director grows so marked, that his decisions determine the course which the board takes. ”

“ The oldest director is regularly elected to the office of governor of the Bank, and the next oldest to that of deputy governor, both serving two years, the deputy governor regularly succeeding to the office of governor, and the ex-governors forming the life members of the board and constituting a kind of advisory council to the governor, and known as the Board of Treasury. ”

“ In case of any vacancy in any class of directors through death, resignation, disqualification, or other cause, the remaining directors, by affirmative vote of a majority of the board of directors, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of a successor. ”

“ CHAirperson shall preside over these meetings when the chairperson is unable to participate.
9.
The Board of Governors shall adopt their rules of procedure and the by-laws of the ESM.
ARTICLE 6 Board of Directors 1.
Each Governor shall appoint one Director and one alternate Director from among people of high competence in economic and financial matters. Such appointments shall be revocable at any time. The alternate Directors shall have full power to act on behalf of the Director when the latter is not present. ”

“ It has an endowment of thirty-two million dollars; and needless to say, the interlocking directorate is in full charge. The board includes: the president of the New York Trust Company, who is a director in a trolley company, a fire insurance company, and a securities company; the president of the Merchants’ National Bank of Boston; the president of the Title Guarantee and Trust Company of New York; the president of the Westinghouse Company of Pittsburgh; a Chicago dry goods merchant, who is a director of a great railroad system and a national bank; a silk manufacturer who is a bank trustee ”

“ Unless otherwise provided by law, the stockholders may authorize the board of directors to delegate to an executive committee the authority to do any and all acts which the directors are authorized to do. ”

“ Persons of distinction may be elected honorary members by a vote of three-fourths of the members of the board of direction. The board of direction is composed of a president, vice-president, treasurer, secretary, and eight directors, the former elected annually, the directors four for one year and four for two years. ”

“ The board of directors shall handle the necessary
administrative, financial, planning, organizational, and technical duties
for running the company's business, other than those that fall within the
jurisdiction of the general assembly. ”

“ The directors are created a board, and not a corporate body. If the authority delegated to them can only be exercised by them when assembled as a board, with a proper quorum, and not by the separate assent of a majority of the whole body, (on which it is unnecessary here to express any opinion,) still it is clear, that their meetings and acts are but the meetings and acts of a board of agents acting ex officio, and not the meetings and acts of the corporation itself. ”

“ Under the Charter there were one hundred and fifty-eight persons named, who, together with five to be appointed by the Secretary of the Interior were to constitute a "Board of Commissioners" to effect a preliminary organization, open books for the subscription of stock and to call a meeting of the stockholders to elect a board of directors as soon as two thousand shares had been subscribed and ten dollars per share paid in. ”

“ That there is, moreover, a board of directors, who hold their offices only for a year, and who, once a month or oftener, appoint a committee to examine the affairs of the bank, and especially to ascertain whether the amount of notes, securities, and specie, correspond with the accounts of the institution. ”

“ He presided regularly at the weekly meetings, and when the executive business came to be done by several committees, he attended them also with the utmost assiduity. On this occasion, as on other occasions in his life, the acceptance of fresh work seemed to have an electric effect on him. After the lapse of seventeen years the operations of the Board are seen by all men to be vast, probably the largest of their kind under any one Board in the world ”

“ I believe that the twenty-four gentlemen who constitute the Board of Directors would act just about as well as any other twenty-four persons elected by the same process, acting under the same influences, and surrounded by the same difficulties—having to act with another and independent body— the Board of Control. ”

“ This remoteness of personal interest and supervision has been somewhat overcome by electing to the board only those largely interested in the business, and by retaining on the board those whose ability as managers has been tried and proved. The board usually hires and delegates to others the active management of affairs. ”

“ Nearly all organizations find it advisable to appoint a Board of Directors or Managers who act for the organization during the intervals between the meetings. These boards usually consist of the officers and some directors or managers who are elected in the same way and at the same time as the other officers. This board is subordinate to the society and must carry out its instructions and can take no action conflicting with any action taken by the society. ”

“ He’s bolted down—no brains—just a wooden man! Why even the officers of a company have supervision in the board of directors and back of the board are the stockholders, and boy, they’re some supervisors. ”

“ All which the best board of directors can really accomplish, is to form a good decision on the points which the manager presents to them, and perhaps on a few others which one or two zealous members of their body may select for discussion. A meeting of fifteen or eighteen persons is wholly unequal to the transaction of more business than this ”

“ Under the Tot rule, the minimum justification for such a presumption would be general experience that the most insignificant member of a board has power, if she 'does all she can,' to secure board production of documents held by its custodian. Experience not only fails to support this premise; as any one familiar with the loose-jointed structure of nonprofit associations should know, most members or most boards are wholly subordinate to the executive secretary and the chairman. ”

“ A Board of Managers shall be created in each city in which the next ensuing session of the Congress is to be held, preferably by leading organizations of citizens. The Board of Managers shall have power to raise and expend funds, to incur obligations of its own responsibility, to appoint subordinate boards and committees, all with the approval of the Executive Committee of the Congress. ”

“ Instead of a board constituted of at least seven directors, according to the charter, at which those appointed by the United States have a right to be present, many of the most important money transactions of the bank have been, and still are, placed under the control of a committee, denominated the exchange committee, of which no one of the public directors has been allowed to be a member since the commencement of the present year. ”

“ The administration of a joint stock association is, in the main, administration by hired servants. Even the committee, or board of directors, who are supposed to superintend the management, and who do really appoint and remove the managers, have no pecuniary interest in the good working of the concern beyond the shares they individually hold, which are always a very small part of the capital of the association, and in general but a small part of the fortunes of the directors themselves ”

“ Management.—Upon its establishment, a limited-life regulated entity shall be under the management of a board of directors consisting of not fewer than 5 nor more than 10 members appointed by the Agency. ”

“ There is no more unsafe government for a bank than that of an eager and active manager, subject only to the supervision of a numerous board of directors, even though that board be excellent, for the manager may easily glide into dangerous and insecure transactions, nor can the board effectually check him. ”