s prosperity.

He is elected by a majority of the votes of the shareholders. More
recently the cumulative system of voting has come into general favor.
By this system a voter may cast as many votes for each of the
candidates as he holds shares of stock, or he may distribute or
cumulate his votes on a smaller number. "Where the votes under such a
system are cast and counted, the validity of the election must be
determined precisely as in all other cases." Where the shareholders
have failed, whether voting cumulatively or otherwise, to elect a
quorum of the new board, at an annual meeting of stockholders, it is
the privilege of the shareholders to ask for successive voting for
directors to fill the board. The ruling of a chairman on one occasion,
that because of a tie further balloting could not proceed, and that
the old board held over was arbitrary and illegal. A stockholder who
has votes enough to elect himself and other directors by cumulating
his shares in voting, but refrains from doing so in consequence of a
verbal agreement among the stockholders that he shall be chosen
president, which they fail to carry out, cannot obtain any
satisfaction from a court. A court says in effect stockholders should
not be trusted to make such agreements, and will not aid the tricked
stockholder by ordering a new election. Probably he will be fooled
only once.

Having elected directors, the management of a corporation is confided
to them. What authority do they possess? This is defined by charter,
statute, by-law, and custom. Says Morawetz: "The rule limiting the
authority of the power of the majority to the general supervision of
the affairs of the corporation is established for the protection of
the individual shareholders, as well as for reasons of practical
consequence." Directors also have wide discretion in delegating their
authority. Their rights and limitations in this regard are also
bounded by charter, by-laws and usage. Formerly bank directors loaned
the money of their bank; this was their most important duty. Of late
years, especially in the larger cities, this business has been largely
delegated to a committee, chosen from their number, or to two or three
officials of the bank. The directors continue to meet, very much as
before and at their meetings the action of those who have been
entrusted with power to lend the bank's money is ratified. More and
more authority to direct or do the greater things in a corporation ar