Powers and Finance Committee shall have special charge and control of all financial affairs of the Company. The president, vice-presidents, the general coun sel, the treasurer, the controller and the secretary, and their respective officers shall be under the direct control and su pervision of the Finance Cominittee, and of its chairman when the Committee is not in session.
During the intervals between the meetings of the Board of Directors, the Finance Committee shall possess, and may exercise, all the powers of the Board of Directors, in the management of all the affairs of the Company, including its purchase of property, and the execution of legal instruments uith or without the corporate seal in such manner as said committee shall deem to be best for the interest of the Com pany, in all cases in which specific directions shall not have been given by the Board of Directors.
Powers of the intervals between the meetings of the Finance Committee, and subject to its re view, the chairman of the Board and the chairman of the Finance Committee together, shall possess, and may exer cise any of the powers of the committee, except as from time to tinie shall be otherwise provided by resolution of the Board of Directors.
6. Officers, and how chosen.—The officers of a large corporation consist of a:chairman of the board, a president, several vice-presidents, a treasurer and assistants, a secretary and assistants, a controller, an auditor and general counsel. In most states son-ie of the leading officers are chosen directly by the stock holders. In some corporations the subordinate offi cers are appointed by the chairman or president, tho these appointments are usually subject to confirma tion by the board. Generally the officers are also di rectors, tho sometimes the subordinate officers are mere agents. In some states some of the officers must be residents of the state. This rule in Massachusetts, for example, applies to the clerk, i.e., to the secre tary.
7. Chairman of the board and large companies undoubtedly the chairman of the board has more power than the president. Ile is usually the negotiating head of the company while the president is the operating head. Perhaps the distinction can be made clear by calling one the director and the other the manager, both making up the administration.
In chart form the administration of the United States Steel Corporation may be thus described: In smaller companies the offices of president and chairman of the board are united in one person. He is the bead of the corporation. "When an act is per formed by him the presumption will be indulged that tbe act is legally done, and is binding upon the body." 8. Vice-presidents.—It is an American tradition that a vice-president is a nonentity. He is a man with potential authority only, and American optimism refuses to believe that this potentiality will ever be come active. To be sure, the term of office for all officers of corporations is so short that little atten tion need be paid to the selection of a vice-president 13i-hose only power is to act in case of the death or resignation of the president.
In large corporations, vice-presidents are usually operating heads of departments, or plants and their selection is frequently the result of a process of se lection from among the most able employes who move upward. In cases of consolidation, the vice-presi dents, as operating heads of the several plants of a company, frequently hold their offices because they were presidents of the smaller companies that owned the plants before consolidation. Sometimes a twenty-five dollar a week clerk is a vice-president. Cases of this kind are found where numerous docu ments are required by law to be signed by the "presi dent or vice-president." In such cases the duties and privileges of the vice-president are closely limited by the by-laws. In general, however, vice-presidents have DO power except to act in case of the absence or disability of the president.
9. treasurer has charge of all the funds and securities of the company. He signs and indorses checks, bills of exchange, and with the presi dent or vice-president, the certificates of stock. His actions are always subject to regulation by the board so that his own judgment is not used in the disburse ment of funds, which as a matter of fact are usually paid out only on warrant from some other officer. His assistants have immediate charge of the various funds.