$45. RULES OF ORDER. Parliamentary law is that body of recognized rules of parliamentary and legislative assemblies by which their procedure is regulated. The name "parliamentary law" is taken from the British Parliament, on whose practice and usage this law is mainly founded. In the American Congress, such changes and modifications have been made in the rules as will better adapt them to usage in this country. The rules as used in the highest deliberative and legislative assemblies of a nation form the basis for procedure for state assemblies, and for minor public and private assemblies. For the use of the various kinds of minor assemblies, including the meetings of stockholders and directors of private corporations, such manuals of modified and adapted practices as Roberts' Rules of Order, Cushing's Manual, Reed's Rules of Order, etc., have been devised. Rules of order are what may be called the common law of deliberative and legislative bodies, and the decisions of the presiding officers become precedents just as do the decisions of judges in the courts of law. They constitute a uniform and exact method of determining the sense of the assembly as expressed by a resolution, order, or vote. A corporation has the right to make its own rules of order, not in disregard of the provisions. of the constitution and by-laws, and to change and suspend the rules at will. It is not unusual for a by-law to provide that meetings of the stockholders and directors shall be conducted according to some hand-book, such as one of those mentioned. In the absence of such a by-law, the only requirement is that those present and entitled to vote at a meeting shall have a reasonable opportunity to present measures for consideration, to be heard on any measure presented, and to record their votes in favor of or in opposition to those measures. Rules of order, regularly adopted, are necessary to those who seek to rush a measure through a meeting without full discussion, or who wish. to prevent due consideration of a measure in any manner. This is because no court will be slow to set aside action by the majoritv which bears evidence of being a high-handed proceeding, un less the supporters of the action can show affirmatively that procedure was according to rules adopted. The application of rules which prevent full consideration and expression by members who have authority to consider a measure and to express themselves on it, is called "gag-rule." Commonly, rules of order are important only as they facilitate the dispatch of business and provide a regular and orderly means of transacting it and assist in keeping a record of what is done. If action is taken by a fair vote after full discussion or the opportunity for full discussion, it will not be set aside by the courts for informality that did not violate any statute or the by-laws of the corporation. DIRECTORS AND OFFICERS. § 46. Numbers, Qualifications, Powers, and Right to Choose and Remove. 47. Directors' Meetings. 48. The President. 49. The Vice-President. 50. The Secretary. 51. The Treasurer. 52. The Managing Director and the General Manager. 53. The Counsel. 54. The Auditor. 55. The Committees. § 46. Number, Qualifications, Powers, and Right to Choose and Remove. After the adoption of the by-laws the formal selection of directors and of officers is the next thing in order. In many of the states the number of directors is fixed within certain limits. For instance, the laws of South Dakota provide that there shall be not fewer than three nor more than eleven directors. Most of the states provide that there shall be not fewer than three directors, but not many prescribe a maximum limit. For small corporations a small board is usually more effective, as well as more convenient to assemble. The members of a large board, besides being difficult to assemble, may not feel their personal responsibility in the management of the corporation affairs. Consequently the success of the company, so far as their supervision goes, is more or less uncertain, and their duties are taken over by the officers, thus giving the officers more than their proper share of authority, or the directors delegate the management to an executive committee composed of several members of the board. Though this is often done, it is sometimes carried to an |