times he shall assist the Treasurer in the discharge of his duties, and shall do such other things incidental to the position as may be directed by the Board of Directors or Finance Committee. He shall give bond to the Company in such amount and in such form and with such security as may be prescribed by the Finance Committee.

"Should other Assistant Treasurers be appointed by the Board, they shall have such powers and perform such duties connected with the financial administration of the Company as may be assigned to them by the Board of Directors or the Finance Committee, and the Directors shall have power to assign to any such assistant official such of the powers and duties of the Treasurer as may in their judgment be necessary or expedient."

Under the head relating to "Dividends and Finances" is found the following provision:

"Sec. 3. Depositaries.

"The Finance Committee or the Board of Directors shall from time to time designate the depositaries of the Company, and the Treasurer of the Company shall deposit the Company funds therein, in the name of the Company, in such manner and amounts as may be prescribed."

Under this provision, the treasurer's signature must appear on the company checks, but a countersignature is to be prescribed by the finance committee. Also the "manner and amounts" of the company deposits are to be prescribed either by the directors or by the finance committee.

§ 32. Comprehensive Provisions. Second Set. (U. S. Steel Corporation.)

The following provisions relating to the treasurer are taken from the by-laws of the United States Steel Corporation (Article V, Section 1), only those relating more or less directly to the treasurer being given:—

"The executive officers of the Company shall be a chairman of the Board of Directors, a president, a vice

president, or more than one vice-president, a general counsel, a treasurer, a secretary and a comptroller, all of whom shall be elected by the Board of Directors."

"All officers and agents shall be subject to removal at any time by the affirmative vote of a majority of the whole Board of Directors."

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Each of the salaried officers of the corporation shall devote his entire time, skill and energy to the business of the corporation, unless the contrary is expressly consented to by the Board of Directors or the Finance Committee." "The Finance Committee shall have power to remove all officers, agents and employees of the Company, except officers elected or appointed by the Board of Directors."

Section 9 of Article V also provides :

"The offices of Secretary and of Treasurer may be held by one and the same person."

The power of control, suspension and removal given to the directors and finance committee by the preceding provisions, is sweeping and unrestricted. The provision permitting the offices of secretary and treasurer to be united in one person is not often found in the by-laws of the larger corporations. In Article VI," Capital Stock-Seal," the following provision is found:

"The certificates shall be signed by the president or a vice-president, and also by the treasurer or an assistant treasurer."

This same provision is found in a slightly different form in Sections 4 and 7. In practice the stock certificates of the United States Steel Corporation are usually signed by a vicepresident and an assistant treasurer of the company.

The provisions more directly defining the powers and duties of the treasurer are found in Section 7 of Article V, reading as follows:

"Section 7. Powers and Duties of Treasurer. The treasurer shall have custody of all the funds and securities

of the Company which may have come into his hands; when necessary or proper he shall endorse on behalf of the Company, for collection, checks, notes and other obligations, and shall deposit the same to the credit of the Company in such bank or banks or depositary as the Board of Directors or the Finance Committee may designate; he shall sign all receipts and vouchers for payments made to the Company; jointly with such other officer as may be designated by the Finance Committee, he shall sign all checks made by the Company, and shall pay out and dispose of the same under the direction of the Board or of the Finance Committee; he shall sign with the president, or such other person or persons as may be designated for the purpose by the Board of Directors or the Finance Committee, all bills of exchange and promissory notes of the Company; he may sign, with the president or a vicepresident, all certificates of shares in the capital stock; whenever required by the Board of Directors or by the Finance Committee, he shall render a statement of his cash account; he shall enter regularly, in books of the Company to be kept by him for the purpose, full and accurate account of all moneys received and paid by him on account of the Company; he shall, at all reasonable times, exhibit his books and accounts to any director of the Company upon application at the office of the Company during business hours; and he shall perform all acts incident to the position of treasurer, subject to the control of the Board of Directors or of the Finance Committee.

"He shall give a bond for the faithful discharge of his duties in such sum as the Board of Directors or the Finance Committee may require."

As will be noted, the treasurer is again carefully subordinated to the board of directors and to the finance committee. He is still further held in check by the provision already quoted, subjecting him to removal without cause at the pleasure of the directors. Under such circumstances, it is not probable that the treasurer will lightly oppose the wishes or instructions of the directors.

In the main the powers conferred on the treasurer of the

United States Steel Corporation are merely the usual powers. It is required that “he shall sign all checks made by the Company, and shall pay out and dispose of the same under the direction of the Board or of the Finance Committee." In Section 4 of the same article, the president also is given power to sign any authorized checks of the corporation, presumably in connection with the treasurer. These provisions do not, however, in any way restrict the board or the finance committee from requiring such countersignatures on checks as they may deem necessary.

In Section 8 of Article V, provision is made for assistant treasurers as follows:

"Section 8. Assistant Treasurers. The Board of Directors or the Finance Committee may appoint an assistant treasurer or more than one assistant treasurer. Each assistant treasurer shall have such powers and shall perform such duties as may be assigned to him by the Board of Directors, or by the Finance Committee."

CHAPTER V.

THE FINANCE COMMITTEE.

§ 33. Standing Committees.

In the larger corporations it is customary to appoint one or more permanent or so-called standing committees composed of members of the board of directors, and to delegate to them a considerable measure of the power of the board. In the intervals between the directors' meetings these committees usually exercise all the powers of the board itself. The purpose of standing committees is two-fold. (1) As their membership is usually restricted, they can act with a promptness and efficiency impossible to a large board of directors. (2) As their powers are usually unrestricted, they obviate the necessity for frequent meetings of the board.

In the smaller corporations, standing committees are but seldom necessary or desirable. In the larger corporations, however, where the board of directors is usually so large as to be unwieldy, they are convenient and effective and are almost invariably employed.

By proper charter or by-law provision, as many standing committees may be created as is desired, though it is rare that more than two are deemed necessary. If but one committee exists, it is usually termed the "Executive Committee," and this committee is given supervision of the financial affairs of the corporation as part of its duties. If two committees are appointed, the second, usually termed the "Finance Committee," is given direct supervision of the corporate finances, while all general matters remain in charge of the executive com