Director (business)

“ Because directors are bound to exercise ordinary care, they cannot set up as a defense lack of the knowledge needed to exercise the requisite degree of care. If one "feels that he has not had sufficient business experience to qualify him to perform the duties of a director, he should either acquire the knowledge by inquiry, or refuse to act." Ibid.
Directors are under a continuing obligation to keep informed about the activities of the corporation. ”

“ None by a stockholder, resident citizen of the United States, shall be a director; nor shall a director be entitled to any emoluments; but the directors may make such compensation to the president for his extraordinary attendance at the bank, as shall appear to them reasonable.
Fourth. Not less than seven directors shall constitute a board for the transaction of business, of whom the president shall always be one, except in case of sickness or necessary absence:Seven directors, including the president, may constitute a board. ”

“ Sometimes, from personal reasons, such as ill-health or special temporary occupation, the time at which a director becomes Deputy-Governor may be a little deferred, and, in some few cases, merchants in the greatest business have been permitted to decline entirely. ”

“ A director must also bear in mind—what is a fundamental principle of company management—that the funds of the company are entrusted to the directors for the objects of the company as defined by the company’s memorandum of association and authorized by the general law, and that they must not be diverted from those objects or applied to purposes which are outside the objects of the company, ultra vires, as it is commonly called, or outside the powers of management given by the shareholders to the directors. ”

“ The directors so elected shall hold office until the date of the said general meeting and shall then retire, but any director so retiring may, if otherwise qualified, be elected as a director of the company under the provisions herein after contained. ”

“ 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. ”

“ Directors other than the first are elected at the annual general meeting, a certain proportion of the acting directors—usually one-third—retiring under the articles by rotation each year, and their places being filled up by election. A share qualification is nearly always required, on the well-recognized principle that a substantial stake in the undertaking is the best guarantee of fidelity to the company’s interests. A director once appointed cannot be removed during his term of office by the shareholders, unless there is a special provision for that purpose in the articles of association ”

“ If the law requires this, then the position of a director in any large corporation, like a railroad, or banking or insurance company, is one of constant peril. The affairs of such a company are generally, of necessity, largely intrusted to managing officers. The directors generally cannot know, and have not the ability or knowledge requisite to learn by their own efforts, the true condition of the affairs of the company. ”

“ A director may be an employee of the corporation, however, if he performs services for the corporation other than those required by attendance at and participation in meetings of the board of directors. ”

“ These are termed Ordinary Directors, as in many companies there is a body called Extraordinary Directors, who have little or no business functions, and are chosen as a rule on account of their social position imparting a degree of distinction to the concern. ”

“ Then in the matter of honesty, a director must not accept a present in cash or shares or in any other form whatever from the company’s vendor, because such a present is neither more nor less than a bribe to betray the interests of the company, nor must he make any profit in the matter of his agency without the knowledge and consent of his principal, the company. ”

“ Directors should make it their business to learn all that is going on in the corporations and institutions that they direct, so that they may qualify themselves to act intelligently, instead of in a blindfolded way, as is too commonly the case. ”

“ A director whose personal interests are adverse to those of the corporation has no right to act as a director. As soon as he finds he has personal interests which are in conflict with those of the company he ought to resign. ”

“ As Boards of Directors spend but a small percentage of their time at the institutions they control, it necessarily takes them years to get a clear insight into all the details of its work, and to make a change just when, through the process of time, the director becomes fitted for his work, is the height of unwisdom and folly. ”

“ It will certainly occur to the Directors, that in a work so extensive, as that committed to them, much unnecessary expence, and much waste of time must be incurred, unless the executive part of the business be properly conferred; and your committee, to avoid this evil as much as possible, recommend that the executive of the business should be committed to a single directing head, to a man of known and acknowledged abilities, of a mind so comprehensive, as to combine and form all the arrangements, with a minute detail of each part. ”

“ 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 ”

“ The board of directors shall discharge the duties of engineers. Each director shall keep an accurate account of the time employed by each man under his charge, and shall report the same to the secretary every Friday evening. They shall superintend and direct all operations of the company. They shall divide the company into parties, each party to be headed by a director, who shall oversee their working, and take charge of the daily proceeds of the same, which he shall deliver to the treasurer every night, and take his receipt therefor. ”

“ The Directors have a right to expect, and will ever receive, from me the fullest information and the most unreserved communication upon all points as they arise, as from one who feels the responsibility of being their sole professional adviser in a very important and serious business, in which we are all embarked, and all deeply interested ”

“ DIRECTORS, in company law, the agents by whom a trading or public company acts, the company itself being a legal abstraction and unable to do anything. As joint-stock companies have multiplied and their enterprise has extended, the position of directors has become one of increasing influence and importance. It is they who control the colossal funds now invested in trading companies, and who direct their policy (for shareholders are seldom more than dividend-drawers) . ”

“ The experience of self- governing workshops shows that the relationship between the indispensable director or manager (who must, like the conductor of an orchestra, decide the tune and set the time) and the workers whom he directs becomes hopelessly untenable if this director or manager is elected or dismissible by the very persons to whom he gives orders. ”

“ The being a Director may be an object to the Directors, but not to Lord Clive. With regard to overthrowing them I have the interest of the Company too much at heart to attempt any thing of that nature, even if they should behave towards me in the manner which I hear some of them have threatened to do. In short, there are a few individuals whom I never looked upon as my friends, or friends of the Company. ”

“ No man ought to accept a place as director or trustee of an institution, or corporation, particularly in a banking, railway, industrial or life insurance company, who does not fully appreciate the responsibility of the position and the care and vigilance it demands, and intend to faithfully and conscientiously perform its duties. To intentionally become a dummy director is reprehensible, and directors in dealing with the officers of their corporations should have opinions of their own and not be afraid to express them. ”

“ You would not place a fortune for your children in the hands of an inexperienced [188] person, no matter how good he might be. Let us be as careful with the money we would spend for the benefit of others as if we were laying it aside for our own family's future use. Directors carry on these affairs in your behalf. Let us erect a foundation, a Trust, and engage directors who will make it a life work to manage, with our personal coöperation, this business of benevolence properly and effectively. ”

“ We hear much, and with good reason, of the value of directive intelligence. To be a director one must have good judgment. He who would successfully direct the labor of other men must first learn the art of successful labor himself; and he who would direct a machine properly must understand the principles of its construction, and be personally skilled in the arts of preservation and repair. ”

“ Besides, each director is often charged with managing a locality or a branch of industry; one works mainly in the Advisory Boards of electric companies, another in chemical, brewing or the beet sugar industry ”

“ Any director to forfeit office on ceasing to hold five shares; anyone intending to apply for directorate, to give at least 10 days' notice. Directors to meet at least once every three months; any two directors may require the secretary to convene a meeting, at any time, for any desirable special object. ”

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

“ In fact I'm a director myself—it's a big grocery—and draw three hundred a year—a very welcome addition to my half-pay—and, for all I know, I may supply some of you fellows with your morning bacon. If I do, it just exemplifies the point I was about to make; which is this— When it comes to limited companies, you never know who anybody is. ”

“ The directors shall serve a term of four years except that two of the first five directors appointed shall serve a term of two years and three shall serve a term of four years. A director may not hold a paid position in the corporation. The directors shall be held to strict standards of fiduciary care. ”

“ So in regard to the management it is common to provide that the owner or owners of the business shall be entitled to hold office as directors for a term of years or for life, provided he or they continue to hold a certain number of shares; or an owner is empowered to authorize his executors or trustees whilst holding a certain number of shares to appoint directors. ”

“ A manager is appointed by the city authorities, subject to the supervision of the director, and monthly reports are made. City funds are appropriated, and the supply is kept up from the last vintages, so that the public may be supplied with a pure article at moderate prices. ”

“ Directors of companies are too often chosen, not for their commercial ability, high character, and experience, but because of successes achieved in a walk of life which gave them no title to aspire to the position, or occasionally, as in mining companies, for their willingness to work the share market in the interests of a clique of wire-pullers. ”

“ 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. ”

“ One of the larger producing companies in the field today, which is constantly seeking new directorial talent, a company that is actually willing to pay intelligent men to learn the craft of directing, recently induced an author of national reputation to join its scenario department with a view of later becoming a director after he had become fully acquainted with the construction of manuscripts. ”

“ Where a director in fact exercises a good faith effort to be informed and to exercise appropriate judgment, he or she should be deemed to satisfy fully the duty of attention. If the shareholders thought themselves entitled to some other quality of judgment than such a director produces in the good faith exercise of the powers of office, then the shareholders should have elected other directors. ”

“ All the shareholders meet together, and out of their number they choose a certain number of directors. The directors choose a president and other necessary officers, and in a general way direct the policy of the company. As a rule directors have no salaries attached to their positions. ”

“ Moreover, the directors were directors de facto, who held themselves out to the world as such, under such circumstances that their official acts bind the corporation, and all persons who claim under it. ”

“ 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. ”