Company officer

“ The officers of the company are the custodians of its stock-books, and it is their duty to see that all transfers of shares are properly made, either by the stockholders themselves or persons having authority from them. ”

“ Besides the ordinary cases that you will think of under the head of employer and employee, an officer of a corporation is an agent, the corporation being the principal. The president of a corporation is as much an agent as a clerk in the employ of the corporation. A partner is an agent—of the firm. ”

“ Every corporation is composed of four parties: the stockholders, who supply the money with which to build the plant, pay the wages, and operate the business; the directors, whose duty it is to select executive [Pg 50] officers carefully and wisely, plan the larger and more important policies, and generally see to it that the company is prudently administered; the officers, who conduct the current operations; and the employees, who contribute their skill and their work. ”

“ 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. ”

“ There are no dues for membership, since all of the expenses are paid by the company. The employers act as officers of the Union, to enforce its rules and keep its records, since the interests of the company are identical and bound up with those of the men. ”

“ If any such agent shall be removed, resign, die, become insane, or otherwise incapable of acting, it shall be the duty of such corporation, company, association, person, or partnership, to appoint another agent in his place, as prescribed by the preceding section. ”

“ They have the power of defining how and when and in what shape and under what supervision it shall start into existence and begin to act as a trading corporation.” Such a control over the destinies of the company involves correlative obligations towards it, and one of these obligations is that the promoter must not take advantage of the company’s helplessness. ”

“ The writer has seen men taken (some of them from the ranks of the workmen, others from the old style bosses and others from among the graduates of industrial schools, technical schools and colleges) and trained to become efficient functional foremen in from six to eighteen months. Thus it becomes possible with functional foremanship to thoroughly and completely equip even a new company starting on a large scale with competent officers in a reasonable time, which is entirely out of the question under the old system. ”

“ A company’s operator might occasionally constitute himself a temporary agent for his company in his spare time after ordinary hours of duty, charging sixpence extra on each message, and this the companies rather encouraged than otherwise. ”

“ Paid employment by foreign companies or international organizations; Being president and member of the administrative board of a limited company, a shareholding manager of a company, director general or deputy director general of a public enterprise. ”

“ On the other hand, if you reside in a large city and propose to rely on the stock of your material dealer, you will find yourself in an embarrasing situation very often, for as likely as not the movement requiring a new staff was made by a company that went out of business back in the '80s, or it is a new [Pg 7] movement, the material for which has not yet been placed on the market. ”

“ Before speaking of the plan of industrial representation to which our president has referred, I want to say just a few words outlining my views as to what different interests constitute a company or corporation.
Every corporation is made up of four parties: Stockholders, directors, officers and employees. ”

“ These men stood in the light of promoters of the straw-paper company. A promoter is one who 'brings together the persons who become interested in the enterprise, aids in procuring subscriptions, and sets in motion the machinery which leads to the formation of the corporation itself.' Cook, Stock & Stockholders, § 651. ”

“ Each manager shall receive from the company one dollar per day for his services when called together at the annual and semi-annual meetings. The Treasurer and Secretary, and the seven, the committee of the managers, shall receive a compensation for their services as shall be agreed by the managers at their semi-annual meetings. ”

“ New, Red, listen—you were made Branch Manager because of your experience, not alone in the product—not alone in selling, but experience in Life. Your company thinks you have seen so much of conditions that you know how to “help” the weaker brother over the rough places. Teach ’em, Red, lead ’em! The only place for a driver is on the south end of a pair of mules. A kind word here, a helpful suggestion there, will make your men want to take off their coats to help you, Boy, and it is the cheapest way in the world to buy loyalty. ”

“ There are 400 of the B agents, the large distributors. They recommend to the company efficient and reliable distributors in the localities with which they are respectively familiar, to act as A agents, whom the company appoints. There are 21,000 or more of the A agents. ”

“ When this is done, the decisive factors in these cases become the following: the agents do not operate their own independent businesses, but perform functions that are an essential part of the company's normal operations; they need not have any prior training or experience, but are trained by company supervisory personnel; they do business in the company's name with considerable assistance and guidance from the company and its managerial personnel and ordinarily sell only the company's policies ”

“ Thus there is no doubt that we should apply the commonlaw agency test here in distinguishing an employee from an independent contractor.
Since agency principles are to be applied, some factual background showing the relationship between the debit agents and respondent company is necessary. These basic facts are stated in the Board's opinion and will be very briefly summarized here. Respondent has district offices in most States which are run by a manager who usually has several assistant managers under him. ”

“ The employees of the company shall be recruited so far as possible from among the citizens, subjects, or protégés of the several powers which have taken part in subscribing the capital.
Art. 50. The Directors, who shall be appointed by the General Assembly of Shareholders, shall be nominated by the groups subscribing the capital. ”

“ Originally a commercial agent; the executive head of a factory. Till some 55 years ago the Factors formed the third of the four classes into which the covenanted civil servants of the Company were theoretically divided, viz. Senior Merchants, Junior Merchants, factors and writers. ”

“ Did you ever think of the responsibility you are carrying as a manager of your company? Do you know that every move, every letter you write, every position you take means that you are portraying your company to someone?
In business a new king arises in the land every day. There’s a new retail grocer—a new jobber—or jobber’s buyer on a thousand corners. They know not Joseph—regardless of how good your product is, or how long you’ve been on the territory, IT TAKES ADVERTISING TO PUT YOU ACROSS IN A BIG WAY.
I’m going to bed, Red, hoping I haven’t bored you. ”

“ It is equally well settled, however, that it is the duty of the employer to select and retain servants who are fitted and competent for the service, and to furnish sufficient and safe materials, machinery, or other means by which it is to be performed, and to keep them in repair and order. ”

“ The employee in any corporation must form his opinion of the owners and directors of the corporation from the petty officer or foreman with whom he has personal contact. Too often these men, not infrequently promoted from the ranks, become overbearing and arrogant in their treatment of those under them. ”

“ In this section—
"officer"— (a) in relation to a body corporate, means a director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body corporate and includes any person purporting to act in any such capacity ”

“ They were empowered to raise among themselves £86,000, in eight hundred and sixty shares of £100 each, with further power to raise a further sum of £40,000, if necessary. The affairs of the company are managed by twenty proprietors, who form a committee, and who are under the control of the general meetings of the company. ”

“ Extending the illustration to a small manufacturing enterprise, the general manager may assume all of the duties of the comptroller in the operation of the commercial branch; he may be his own sales manager or credit man; or in the manufacturing branch, he may act as superintendent.
The treasurer of the corporation may be the accountant and also act as credit man. The advertising and sales managers may be one, or the superintendent may be the purchasing agent as well. ”

“ Thus the chairman of a well-known steel company is a solicitor. The boards of directors of the majority of our leading limited companies are composed of men who are strangers to the businesses they "direct." ”

“ That the duty of the company to its employes is discharged when its agents, whose business it is to supply the apparatus, exercise due care in the purchase thereof, and keeping it in a reasonably safe condition for use. ”

“ You have at considerable length set forth that what the Company objects to is, that an employee of the Company should actively take sides on a question on which the community is divided, even 'although he do so only during the hours of the day when he is not supposed to be in the active service of his employer,' and you add that 'no official of our Company, one of whose duties is to solicit and secure traffic for the Company, could take sides on any of these questions at public meetings and lectures without impairing his usefulness to the Company.' This is precisely the position taken by Mr. ”

“ In some shops advisory committees meet with the company officials. Some companies put many more important questions concerning conditions of employment before these bodies than other companies would think practical. ”

“ The company tendered to the secretary of state a duly authenticated copy of a resolution of the board of directors, assenting to the designation of an agent upon whom process against the company might be served ”

“ The company accordingly offer six positions annually to members of the existing staff, under twenty-five years of age, who display the highest standard of knowledge and ability in a competitive examination, the successful candidates in each year being promoted to an advanced scale of pay, and taking a "higher grade course of training," which, it is thought, should fit them to hold positions of responsibility in the future. ”

“ When their Companies are full, 68 private Men each, to elect Officers, Viz a Capt. 2 Lieut* an Ensign & Subalterns, And to meet as often as possible Si go thro' the exercise. Recieve no man but such as can be depended on, at the same Time reject none who will not discredit the Company. If I live to return I shall most Chearfully Join any of my Countrymen even as a rank &. ”

“ The foremen are specialists in their particular departments. The warehouseman, at one end, is a judge of cotton stock, and the foreman of the weaving room at the other knows how many automatic looms may safely be trusted to each weaver on his staff. ”

“ The Administrator was always a Company man and until 1899 his administrative associates in the field were the members of an Executive Council nominated by the Company. Meanwhile thousands of men had invested their fortunes in the land and the inevitable time came when they believed that they should have a voice in the conduct of its affairs. ”

“ Manager, often assisted by a corps of engineers, draftsmen, bookkeepers, and clerks, numbering more persons than the entire factory's force of non-producers twenty years previously. A Credit and Collection Department attends to all collections, and the Treasurer and Cashier see to it that the money for the pay-roll is on hand when wanted. A Production Engineer regulates the volume of work going into the shop, and the sequence of mechanical operations by which each piece or part is to be machined and perfected. ”

“ The affairs of this company are managed by a Governor, deputy governor and a court of assistants, consisting of eighteen members, annually chosen in the month of February; who hold a court monthly, or as occasion requires, for the management of the company’s affairs; as appointing Consuls, Vice-consuls, factors, &c. to the places where their factories are kept; as at Smyrna, Aleppo, Constantinople, Cyprus, &c. who are answerable to the company for what they do or act under them.
Turn-about alley, Windmill Hill row.
Turn-again lane, 1. Snow Hill: 2. Thomas street. ”

“ That two companies of Ringers be appointed—each company being equal in number to the Bells—the one company being the regular Ringers, performing and being responsible for all regular duty, and enjoying all emoluments—the other being a supplemental company, out of which any vacancy which may occur in the first company shall be filled up, and any member of which may be employed by any member of the first company to supply his place during any necessary absence. ”

“ The business of the corporation shall be managed by a Board of twenty Directors who shall be elected by the stockholders at each annual meeting, and shall hold office for one year or until their successors shall be chosen. ”

“ In a purely trading concern, his duties would be in connection with the commercial or selling branch, but in a large industrial enterprise, the purchase of office supplies, advertising literature, etc., is usually under the supervision of the comptroller, chief accountant or advertising manager. ”

“ The second Corporation includes all members of the technical or managerial staff in any private business, industrial or rural, with the exception of the proprietors or partners in the business.
In the third, are united all persons employed in commercial undertakings who are not actually operatives. ”