Boardroom

“ Be it further enacted, that there shall be a treasurer of said corporation, who shall be duly sworn, and who, before he enters upon the duties of his office, shall give bonds, with sureties, to the satisfaction of the corporation, for the faithful performance thereof; and also a secretary to each of the boards of trustees and overseers, to be elected by the said boards, respectively, who shall keep a just and true record of the proceedings of the board for which he was chosen. ”

“ Section 16. That before any member of a board of control enters upon the performance of his duties he shall sever all connection as officer or stockholder with every bank in his commercial zone, and he shall be ineligible to any position in any bank in his zone during the time for which he shall have been elected to serve.
Comment:—The Board of Control will be composed of a body of men who are younger than the Bankers' Council; but of the same high order. They will be men who have the undoubted confidence of the banking fraternity; men who are to win the prizes in the banking world. ”

“ That instead of an unpaid board of twelve members, appointed from the judicial districts, there should be a board of nine, of whom one should be a woman; three members should be paid and should give all their time to the work, one of the three to be president of the board, one the chairman of a bureau for mental deficiency, and the third, chairman of a bureau for dependent children; the six unpaid members were to be specialists in the special classes of work which is supervised by the board. ”

“ 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. ”

“ In a board meeting where there are not more than about a dozen present, for instance, it is not necessary to rise in order to make a motion, nor to wait for recognition by the chair before speaking or making a motion, nor for a motion to have a second; nor is there any limit to the number of speeches, nor does the chairman leave the chair when making a motion or discussing a question. The formalities necessary in order to transact business in a large assembly would hinder business in so small a body. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ A 'board' can scarcely ever make improvements, for the policy of a board is determined by the opinions of the most numerous class of its members—its average members—and these are never prepared for sudden improvements. A board of upright and sensible merchants will always act according to what it considers 'safe' principles—that is, according to the received maxims of the mercantile world then and there—and in this manner the directors of the Bank of England have acted nearly uniformly. ”

“ A general board is to appoint the day for election of a treasurer, physician, surgeon, apothecary, clerk, or matron; and the first weekly board is to appoint a special general board to declare such vacancy by death or resignation; and in the mean time, the weekly board is impowered, in case of necessity, to employ such person or persons to officiate as treasurer, physicians, surgeons, apothecary, clerk, or matron, as occasion [302] requires, till a proper person is chosen by a general 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.
Sec. 2. The finance committee shall certify to the correctness of all bills and pay-rolls before their presentation to the board; require a voucher for all expenses; see that the accounts are properly kept; aid the president in making up his annual estimates; verify the fiscal reports of the secretary and librarian ”

“ 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 ”

“ As with the legal machinery he formed a board of five to advise with him, and to carry out his very well-defined ideas. Upon this board was a political economist, a banker, who was thought to be the ablest man of his profession, a farmer who was a very successful and practical man, a manufacturer and a Congressman, who for many years had been the consequential member of the Ways and Means Committee. All these men were known for their breadth of view and their interest in public affairs. ”

“ 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 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. ”

“ At each annual meeting the stockholders shall elect twenty of their own number by ballot, to act as a Board of Directors. The majority of the votes cast shall elect. At such election the stockholders shall appoint two persons to act as Judges of the election, and the election shall be conducted in accordance with Section 8 of the Act of Assembly of April 28th, 1874, regulating corporations. ”

“ The board of directors shall have power to establish such rates of toll for the conveyance of persons or property upon the same, as they shall from time to time, by their by-laws, determine, and to levy and collect the same for the use of the said company. ”

“ The purveyor may, when in the board, command, agree, vote, talk, and keep silence, whenever he pleases. He can command a board meeting called, and a general meeting of the brotherhood at the advice of the deputies, appointing the day which he considers best. He may transfer the board and apportion among the brothers of it the duties of collector of alms, and visitors of the prisons. He may remove the chaplains if they commit any notable error in his presence, as well as the servants of the board, and the rectress or portress of the college when he thinks best. ”

“ 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. ”

“ Each group of banks is to choose two directors: a Class A director, who is to be an active banker representing the stock-holding banks, and a Class B director, who must be actively engaged in commerce, agriculture, or some other industrial pursuit in his district. The board of directors of each member bank is to elect a district reserve elector. Candidates for the position of director of a Federal Reserve Bank may be nominated by any member bank ”

“ 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. ”

“ 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. ”

“ But if it were possible, in the nature of things, that the young should direct the old, and the inexperienced instruct the knowing,—if a board in the state was the best tutor for the counting-house,—if the desk ought to read lectures to the anvil, and the pen to usurp the place of the shuttle,—yet in any matter of regulation we know that board must act with as little authority as skill. ”

“ The superior chiefs shall hold meetings of the boards of the treasury at least twice a month, and when they consider it necessary according to the difficulty and importance of the business. These boards shall be composed of said chief, the departmental treasurer, the attorney general of the treasury, the principal collector of the revenues and the auditor of the treasury, who shall act as secretary thereof. ”

“ It is usually about twenty years from the time of a man's first election that he arrives, as it is called, at the chair. And as the offices of Governor and Deputy-Governor are very important, a man who fills them should be still in the vigour of life. Accordingly, Bank directors, when first chosen by the board, are always young men. ”

“ 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. ”

“ I am frequently struck with the attitude of librarians toward their boards of trustees, not as shown in their public acts, but as revealed in conversation among themselves. A board is apt to be adjudged good or bad, satisfactory or unsatisfactory, as it takes a more or less passive part in the administration of the library. If it acts simply to approve what the librarian does and to see that he gets the necessary funds, it is regarded as ideal. All that most librarians seem to want is to be given plenty of money and then to be let alone. ”

“ For the greater convenience of the proprietors, and to spare them the trouble of a general meeting, all the elections of managers, after the first, will be made by ballot, by means of sealed lists of names sent in by the proprietors individually to the Institution, which lists will be opened, and the result of the election ascertained and published, by the united committees of the managers and of the visitors for the time being. ”