Board of managers

“ 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 ”

“ They may, if they shall see fit, appoint a board of assistant managers, composed of not less than three nor more than seven persons residing in New York city, or its vicinity, whose duty it shall be to render such assistance to the committee in conducting the affairs of the society as the exigencies of the cause may require. ”

“ At any rate, in industries already passing under the control of Associations of Consumers, whether by nationalisation or municipalisation, or by the spread of consumers' co-operation, there will be great scope for District Councils and National Boards, as well as for Advisory and Research Committees representative of different specialities, in which managers and foremen, technicians and operatives, will jointly super- sede the capitalist Board of Directors. But the management of each industry is very far from being the whole of the task. ”

“ 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. ”

“ 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 majority of the board clearly have no power to expel an individual director, or to exclude him from inspecting the company's books and participating in its management, although they may believe him to be hostile to the interests of the association. ”

“ 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. ”

“ 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 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 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. ”

“ In almost all cases they would forbid it; all committees are cautious, and a committee of careful men of business, picked from a large city, will usually err on the side of caution if it err at all. The daily attention of a small but competent minor council, to whom most of the powers of the directors are delegated, and who, like a cabinet, guide the deliberations of the board at its meetings, is the only adequate security of a large bank from the rash engagements of a despotic and active general manager. ”

“ It may be objected, that the shareholders, in their collective character, exercise a certain control over the directors, and have almost always full power to remove them from office. Practically, however, the difficulty of exercising this power is found to be so great, that it is hardly ever exercised except in cases of such flagrantly unskilful, or, at least, unsuccessful management, as would generally produce the ejection from office of managers appointed by the government. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ As devised by Act of Parliament, the ad­min­i­stra­tions of our public companies are almost purely democratic. The rep­re­sen­ta­tive system is carried out in them with scarcely a check. Shareholders elect their directors, directors their chairman; there is an annual retirement of a certain proportion of members of the board, giving facilities for superseding them ”

“ 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. ”

“ 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 ”

“ 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. ”

“ All that 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 ”

“ 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 ”

“ 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. ”