Board meeting

“ 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. ”

“ If other people come there and present facts as a matter of record, the Board can't entirely go outside of those facts and decide a case right out of the clear sky. If this organization wants to be effective, it ought to appoint a committee to present those things before that Board. ”

“ The standing committees of the board shall be a finance committee, a book committee, and a committee on building and grounds, each to consist of three members, to be named by the president at the regular meeting in February of each year. ”

“ 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. ”

“ It may employ agents to represent the corporation outside the state of its creation, but it should hold its corporate meetings within the state. If the time of holding the election of officers is fixed by statute, or by a regulation or by-laws of the corporation, the meeting should be held at that time. If for any reason a corporate election cannot, or is not held at the time designated, the old directors hold over until the new board is regularly elected. ”

“ Thereafter the league resolved itself into a committee of ways and means. The President of the Board of Trade was coming to support Sir James’ candidature at a meeting the date of which was already fixed for a fortnight hence, and it was decided to make a demonstration in force. And as the discussion went on, and real practical plans were made, that strange fascination and excitement at the thought of shouting and interrupting at a public meeting, of becoming for the first time of some consequence, began to seethe and ferment. ”

“ The Board should not meet normally oftener than once a month else the ablest and most desirable men who are therefore the busiest men, may decline to serve, but most matters except matters of taste, can be referred to committees of one or two members who can, at their convenience examine into subjects too complicated to be decided off-hand at Board meetings and after due conference with the principal employees of the Board can report to the Board. ”

“ 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 ”

“ 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 ”

“ They are carefully organized on the cooperative principle, each member having an equal voice in a general assembly which chooses a board of directors and a small administrative board, to which is intrusted the actual management and administration of the affairs of the society. ”

“ 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. ”

“ 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 parties to the dispute may voluntarily submit their differences for settlement to a board, known as a Regional Adjustment Conference. This board consists of four representatives selected by the parties, and four others in their industry chosen by them and familiar with their problems. The board is presided over by a trained government official, the regional chairman, who acts as a conciliator. If a unanimous agreement is reached, it results in a collective bargain having the same effect as if reached by joint organization in the shop. ”

“ This plan of electing an executive committee is particularly desirable when the board is a large one, as it concentrates authority and results in more prompt action on matters demanding immediate attention. ”

“ These selections are usually made in the same manner as the chairman, except that after the chairman has been elected he has the power of recognition in deciding who has the floor; therefore, when a member desires to make a nomination, motion, or to offer any business he must first obtain the floor. (See section 23.)
In most cases this temporary organization is all that is necessary, and after it is effected the business for which the meeting has been called should be introduced by a resolution, or motion made by some member of the assembly. ”

“ It is a good way to provide for five trustees, one to be appointed each year for a term of five years. This number is large enough to be representative, and small enough to avoid the great difficulty in securing a quorum if the number is large. The length of term in connection with gradual change of membership encourages careful planning, and it secures the much needed continuity of management and political independence. And yet there is sufficient change of officers so that the board will not be too far removed from the public will. ”

“ Where the regular meetings are not separated by too great a time, the minutes are read at the next meeting.
The clerk should, previous to each meeting, for the use of the Chairman, make out an order of business [§ 44] , showing in their exact order what is necessarily to come before the assembly. He should also have, at each meeting, a list of all standing committees, and such select committees as are in existence at the time. When a committee is appointed, he should hand the names of the committee, and all papers referred to it, to the chairman, or some other of its members. ”

“ 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. ”

“ When it closes a session in an assembly which has more than one regular session each year, then the unfinished business shall be taken up at the next succeeding session previous to new business, and treated the same as if there had been no adjournment [see § 44 for its place in the order of business] . Provided that, in a body elected for a definite time (as a board of directors elected for one year) , unfinished business shall fall to the ground with the expiration of the term for which the board or any portion of them were elected. ”

“ 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. ”

“ These boards are made up of well-to-do businessmen, with a penchant for popular notability. and the qualifications necessary to be put in evidence by aspirants for executive office are such as will convince such a board of their serviceability. ”

“ 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. ”

“ Our friend spends the first half an hour at his correspondence, fixes a day for a special audit of the accounts of the suspected branch, drops a hasty line to the General Secretary informing him of his whereabouts for the next few days, and writes to the Branch Secretary strongly objecting to the proposed mass meeting to vote on a strike on the ground that " an aggregate meeting is an aggravated meeting," and appointing, instead, a day for a small conference of representatives from the different branches. ”

“ 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. ”

“ 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. ”