Board of directors

“ Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors. Any other officer or employee of the corporation may be removed at any time by vote of the board of directors, or by any committee or superior officer upon whom such power of removal may be conferred by the by-laws, or by vote of the board of directors. ”

“ The chairman and members of the board of directors shall do
their best to serve the interests of the company as they would serve their
own personal interests, and run the company in a sound and legal manner. ”

“ If individual Directors are more competent than their engineer, let them assume the office and the responsibility; but do not have a divided responsibility. I am most happy at all times to receive any hints or suggestions from any body whether Directors or not, but I cannot undertake the labour of replying to them all, neither can I act as engineer to a Board of Directors who, either as a body or by one or two of their members, make a practice of taking upon themselves to judge of those details of which I must be assumed to be the competent judge, and thereby interfering with my proper duties. ”

“ 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. ”

“ 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. ”

“ Any wise board of directors, and in the degree in which they are endowed with the requisite wisdom, will be careful to give their general manager full discretion, and not to hamper him with too close an accounting of the details of his administration, so long as he shows gratifying results. He must be a strong man ”

“ 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. ”

“ 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 ”

“ 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 ”

“ In the small corporation, we find the same board of directors elected by the stockholders. This board may be small, consisting of no more than five, or even three members, but the same executive officers are elected. One man may hold more than one office, as secretary and treasurer, or vice-president and treasurer, yet each office is filled. If the board is small the executive committee may be omitted, in which case the board itself performs the duties of the executive committee. ”

“ Unless it can then be shown that public interests would be benefited by the changes proposed, the Department might have difficulty to overcome this opposition.
In the next place, corporate control moves within narrower limits and exercises its power in more direct fashion. In theory a corporation is composed of its stockholders, a majority of whom nominate the board of directors. This board in turn appoints the permanent officials and they exercise full control in operation. ”

“ A board of directors, elected in the ordinary manner by the votes of shareholders, remains as a barrier against political or local pressure in the direction of uncommercial concessions, whether of new lines or of extended facilities or reduced rates on the old lines ”

“ In the absence of a board of directors and an executive director, the chief responsible person stipulated in the articles of association shall be the executive body and legal representative of the legal person. ”