10. Secretary.—The office of secretary of the Pennsylvania Railroad was described as follows by an officer of the corporation. The office as here de scribed is typical of the secretary's position in any large company: The secretary's department is primarily under the super vision of the president, and yet receives instructions from and performs duties for, the executive heads of all of the other departments. . . . For the relief of the president, the nominations of all officers in the secretary's department must receive the approval of the first vice-president, and with the approval of the latter officer the secretary appoints all nec essary employes in his department. The primary duties of the secretary are as an officer of the board, being respon sible for a true record of the proceedings of the board, and the standing committees. The office of the secretary is in cluded within the executive department because the secre tary is the channel thru which the various officers are notified of the actions of the board pertaining to their de partments, and of the execution of all contracts and other papers involving the interests of the company. The issue and transfer of the capital stock, and the books showing its ownership, are under his charge. He also is the cus todian of the originals of the agreements and patents and other valuable documents, and takes charge of that portion of the machinery which gives notices of stockholders' meet ings and elections, so that he is the agency thru which the corporate work of the company begins in each year. He also takes charge of the general office building, of the necessary' repairs thereto, and the heating and 'lighting thereof. He is assisted by three assistant secretaries, an assistant to the secretary, and a stock transfer clerk.
11. General counscl.—From the same source comes the following account of what are generally consid ered the duties of the general counsel : Another officer embraced in the executive department is the general counsel, who is the head of the legal department and has charge of all the company litigation. In this re sponsible work he is brought into touch with every depart ment and the heads of nearly every department find it essen tial to consult with him from time to time. The general counsel supervises the preparation of all contracts and bonds and furnishes opinions upon any subject referred to him by the president or board. duties are far-reaching, and the wisdom of a competent legal adviser is an important ele ment in the successful conduct of the company's business. He is aided by a general solicitor, two assistant general solicitors, located in the general office, and by district so licitors, residing in various cities'along the company's lines.
The difference between the office of counsel and of solicitor, where such an office exists, is that the counsel acts in .a consulting capacity whereas the solicitor has charge of active litigation.
12. controller is usually the prin cipal officer in charge of the accounts. Sometimes his functions are increased to include some ordinarily assigned to the treasurer. Thus, lie is frequently the
officer upon whom the board relies to get information concerning probable future financial needs and he is then given some degree of power over the issue of the company's securities.
13. itilditor.—Where a company has an auditor and a controller the latter is more a financial officer than an accounting officer. He is interested in bud gets, whereas the auditor is interested merely in the accurate recording of transactions that have taken place. The accounting department of large corpo rations frequently requires elaborate organization, the various sub-departments of which are supervised by assistant or deputy auditors.
14. General powers of officers.—The powers of of ficers are given them by the by-laws. Tho the by laws usually provide powers substantially similar to those outlined above, variations may occur. Where an act is performed by an officer who in most cases is clothed with power to perform such acts, the com pany will be bound unless the third party has actual notice of limitations on the officer's authority.
15. Vacancies and removals.—Vacancies may usually be filled by the board of directors. In the ab sence of by-law, charter or statutory provision, offi cers may not be removed at the pleasure of the board; without authorization from any of these sources, how ever, the directors may remove officers for good cause. Where removal is contemplated the officer should be duly charged and given an opportunity to clear him self of the accusations.
16. Registrars and transfer agents.—Such agents as registrar and transfer agents are ordinarily not considered officers of the corporation. They attend to the transfer of stock and see that no spurious cer tificates are issued. The transfer agent attends to the clerical work incident to the cancellation of old certificates and the issue of new ones. It is the duty of the registrar to keep an account of the amount of' stock outstanding and to prevent new certificates from being issued unless old ones of an equal par value are canceled. This rule does not, of course, apply where the corporation issues additional authorized stock.
In order that holders of stock may know that their certificates are not spurious both the registrar and transfer agent ordinarily countersign the certificate. Under the rules of the New -York Stock Exchange both the transfer' agent and registrar must be satis factory to the stock exchange authorities. More over, while the transfer agent may be a clerk in the company, the registrar is required to be an independ ent trust company or other financial institution.
17. Organization charts.—In order to indicate clearly the duties of the officers as well as the proper coordination and subordination of' their functions it is not unusual to draw an organization chart. The purpose of such charts is more fully explained in the Modern Business Text on "Factory and Office Ad ministration" where several interesting examples are to be found.