Filial duty

“ The fair representation duty also parallels the responsibilities of corporate officers and directors toward shareholders. Just as these fiduciaries owe their beneficiaries a duty of care as well as a duty of loyalty, a union owes employees a duty to represent them adequately as well as honestly and in good faith. ”

“ Nor can any husband, or wife, who has otherwise abandoned his or her partner, be received into communion with the society.
[pg 081] “5. Any person becoming a member, must rectify all his wrongs, and, as fast and as far as it is in his power, discharge all just and legal claims, whether of creditors or filial heirs. Nor can any person, not conforming to this rule, long remain in union with the society. But the society is not responsible for the debts of any individual, except by agreement because such responsibility would involve a principle ruinous to the institution. ”

“ A trustee of a charity will often see considerations which the workers in it do not behold, and will be able frequently to judge of its operations from a more comprehensive point of view. The great duty of trustees, of course, should be to rigidly inspect all accounts and to be responsible for the pecuniary integrity of the enterprise. The carrying-out of the especial plan of the association and all the details should be left with one executive officer. ”

“ The duty of fair representation is thus akin to the duty owed by other fiduciaries to their beneficiaries. For example, some Members of the Court have analogized the duty a union owes to the employees it represents to the duty a trustee owes to trust beneficiaries. ”

“ Marlor, 78 N. Y. 454, 460, Chief Justice CHURCH, delivering the unanimous judgment of the court, said: 'A corporation is represented by its trustees and managers. Their acts are its acts, and their neglect its neglect. The employment of agents of good character does not discharge their whole duty. It is misconduct not to do this, but, in addition, they are required to exercise such supervision and vigilance as a discreet person would exercise over his own affairs. ”

“ The contradiction in terms is apparent which would rise from holding, on the one hand, that there was a collective and unified standard of duty and obligation on the part of the members themselves and the corporation, and saying, on the other hand, that the duty of members was to be tested isolatedly and individually by resorting not to one source of authority applicable to all, but by applying many divergent, variable, and conflicting criteria. ”

“ Family, it is true, may contract with family, chieftain with chieftain, but the transaction is one of the same nature, and encumbered by as many formalities, as the alienation of property, and the disregard of one iota of the performance is fatal to the obligation. The positive duty resulting from one man's reliance on the word of another is among the slowest conquests of advancing civilisation. ”

“ When one voluntarily takes the position of trustee or director of a corporation, good faith, exact justice, and public policy unite in requiring of him such degree of care and prudence, and it is a gross breach of duty crassa neglegentia-not to bestow them.' Ackerman v. ”

“ These additional resources placed at the disposal of the management would mean, of course, funds wherewith to satisfy the never-ceasing demands of employees for better conditions and increase of pay. Finally, loyalty means fidelity; and with fidelity comes sympathy; and with sympathy comes practical and earnest cooperation between management and men, without which safe and efficient service is liable to be a mere delusion and will-o’-the-wisp. ”

“ This reason is that each clan, as a corporation which "never dies," suffers, or is liable to suffer, for the sins committed by any of its members as long as atonement is not made. Hence the place of personal reward or punishment in a future state is taken by corporate responsibility in the present life. ”

“ Those individuals who form that type of voluntary association known as a corporation are, to be sure, given special advantages-notably, the immunization of their personal fortunes from liability for the actions of the association-that the State is under no obligation to confer. ”

“ There being a duty to the public on the one hand, there must be a duty incumbent upon the public on the other to see as far as possible justice done between the corporations referred to and their employés, so that the public interest may be enforced without wronging either of them. ”

“ When one deposits money in a savings bank, or takes stock in a corporation, thus divesting himself of the immediate control of his property, he expects, and has the right to expect, that the trustees or directors, who are chosen to take his place in the management and control of his property, will exercise ordinary care and prudence in the trusts committed to them,-the same degree of care and prudence that men prompted by self-interest generally exercise in their own affairs. ”

“ As it is the servants who do the marketing and pay the bills, they have the funds of the family in their hands. The more one is obliged to trust them the more are they bound to restrain themselves from the slightest act of dishonesty. 2. They owe obedience and exactness in the duties pertaining to their service. 3. They should, as much as possible, attach themselves to the persons whose service they have entered; the longer they stay with them, the more will they be considered as part of the family, and the greater will be their right to the regard and affection due to age and fidelity. ”

“ The first declares:
'A fraternal beneficiary association is hereby declared to be a corporation, society or voluntary association, formed or organized and carried on for the sole benefit of its members and their beneficiaries, and not for profit. Each such society shall have a lodge system, with ritualistic form of work and representative form of government.'
The remaining sections relate to the organization and government of domestic corporations and provide for reports by and the licensing and duties of such corporations when organized in other states. ”

“ The members of the group are naturally led into the system of giving their respective labors and satisfying from the produce their respective wants: they have to live as a corporate body. The patriarch, at once family-head, director of industry, owner of all members of the group and its belongings, regulates the labor of his dependents ”

“ Individuals of the family ceasing to work together exclusively in their unlike relations to one another, and coming to work together under like relations to state authority and to enemies, the public coöperation and subordination grew at the expense of the family cooperation and subordination. ”

“ The structure, though ancient, remains full of life. The joint family is a co-operative corporation, in which men and women have a well-defined place. At the head of the corporation is the senior member of the family, generally the eldest male member, but in his absence the senior female member often assumes control.” (Cp. Penelope in the Odyssey.)
“All able-bodied members must contribute their labour and earnings, whether of personal skill or agriculture and trade, to the common stock; weaker members, widows, orphans, and destitute relations, all must be maintained and supported ”

“ Nearly every class of employers has its own special organization; the associated press, associated charities, local, state, and national educational associations, and associations of learned societies, show the influence of organization in other departments; nearly every class of employees also has its trade union or mutual benefit association; everywhere, except in the household, mutual interests are drawing together for protection, for consultation, for economy of forces and resources, for a score of reasons, those engaged in the same activities. ”

“ The superior condition of bought servants is manifest in the high trusts confided to them, and in their dignity and authority in the household. In no instance is a hired servant thus distinguished. The bought servant is manifestly the master's representative in the family—with plenipotentiary powers over adult children, even negotiating marriage for them. ”

“ Over against all the ownership rights which do and should accrue to such manager, social responsibilities on the part of the management arise and develop with every stage in the progress of the business. These responsibilities are obligations to coöperators in the business, and to the society more remotely affected by the business. These obligations fix the ethical limits of ownership, and define the duties incumbent on proprietorship. ”

“ Each member who has been duly sworn in, as Grand Master, can have the privilege of withdrawing his name from the Holy Brotherhood, by recommending one whom he considers worthy, and in whom he pledges himself can be put unbounded confidence, and one who has never failed to pay his quarterage and yearly dues [Pg 103] in advance; (as such a failure assuredly prohibits him from promotion;) and this office grants to the holder his travelling expenses, and two dollars per day, while on business of the society, and, likewise, secures him double the benefit of a private, in sickness or difficulty. ”

“ It is merely an institution or private corporation for general charity. It is established under a charter, which was a contract, to which the donors, the trustees of the corporation, and the governing power were the original parties, and it was granted for a valuable consideration—for the security and disposition of the property necessary for the existence of the community, order, or society. ”

“ All that there is in the legal residence of a corporation in the state of its creation consists in the fact that by its laws the corporators are associated together and allowed to exercise as a body certain functions, with a right of succession in its members. ”

“ The property of each society, no matter of how many families it is composed, is for convenience held in the name of the trustees, who are usually members of the Church family, or first order; but each family or commune keeps its own accounts and transacts its business separately. ”

“ Whether the trustees are named in the trust instrument with power to select successors, so as to constitute a self-perpetuating body, or are selected by, or with the advice of, those beneficially interested in the undertaking, centralization of management analogous to that of corporate activities may be achieved. ”

“ Another consideration is that the contracts recognize the right of employees to bargain collectively; they recognize the Brotherhood as the collective bargaining agency for the employees who belong to it, and the Brotherhood agrees for itself and its members not to intimidate or coerce employees into membership in the Brotherhood and not to solicit membership on the time or property of the employers. ”

“ Again, a voluntary association may conduct in such a way as to create the impression or belief that it is a corporation, and is forbidden from denying its corporate liability for an injury or loss to a third person. ”

“ The universal neglect by domestic servants of their employer's interests, wherever these are not protected by some fixed rule, is matter of common remark; unless where long continuance in the same service, and reciprocal good offices, have produced either personal attachment, or some feeling of a common interest. ”

“ A correlative duty is imposed upon the bankrupt fully and effectually to turn over all of his property and interests, and in case of a corporation the duty rests upon its officers, directors or stockholders. ”

“ There is nothing to interfere, even indirectly, with the liberty of the corporation in dealing with its employee, beyond giving him, instead of what formerly was called a 'reference' or 'character,' a brief statement of his service with the company according to the truth, a word of introduction, to be his credentials, where otherwise the opportunity of future employment easily might be barred or impeded. ”

“ An enterprise carried on by means of a trust may be secure from termination or interruption by the death of owners of beneficial interests and in this respect their interests are distinguished from those of partners and are akin to the interests of members of a corporation. And the trust type of organization facilitates, as does corporate organization, the transfer of beneficial interests without affecting the continuity of the enterprise, and also the introduction of large numbers of participants. ”

“ The internal affairs doctrine is a long-standing choice of law principle which recognizes that only one state should have the authority to regulate a corporation's internal affairs - the state of incorporation. ”

“ The division of Company-taxes according to the faith of the shareholders is neither just, nor practical. It is not just for the reason we have brought forward. The principle involved in the present law is just when the individual is concerned, especially when the individual is the father of a family. As such, one has a right to support the school which his conscience obliges him to support. ”

“ The fictitious trustee, moreover, though not incapable of dissolution, is yet exempt from the inevitable mortality that afflicts mankind. He embodies and expresses, therefore, to a degree impossible in the case of natural trustees, the two elements of unity and of permanence which 292call for recognition in the case of collective interests. An incorporated company is a permanent unity, standing over against the multitudinous and variable body of shareholders whose rights and property it holds in trust. ”

“ Treating of the fiduciary position of directors and officers of corporations, the same author says:
"The directors, officers and agents of a corporation are held to the general rule of law resting 'upon our great moral obligation to refrain from placing ourselves in relations which ordinarily excite a conflict between self-interest [Pg 317] and integrity.' The directors and officers are the agents of the company, and while acting in that capacity for it cannot deal with themselves to the detriment of the corporation. ”