New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1903-09-07
RESPONSIBILITY or DIRECTORS.

With the result OF the trial growing out OF the
Newark trolley car disaster we have no dis
position 10 quarrel. A question of law was pre-
scented on which three able judges agreed, anu
Il may be safely assumed by laymen that the
New-Jersey statutes were correctly interpreted
however much they may feel that there rested
on the directors OF the railways a moral respon-
sibility 10 take greater precautions than were
taken. Laymen may, however, properly teei
concern lest the effect of the verdict should be
20 weaken the sense of responsibility on the
part Of corporation directors, which is already
vvofully attenuated. The old saying that
CORPORATION has no soul 10 save is too often
taken by those who control corporations to
mean that whatever a corporation does or does
not do has no relation TO the souls OF those who
compose Il. In the discussions OF the Newark
accident It has frequently been said in behalf
of The directors that they were busy men man
aging great affairs, on the boards of dozens OF
corporations, and Il was utterly unreasonable to
expect them 70 know anything about such de-
tails as the safety Of a crossing. Now, that is
one Of the most dangerous ideas which could
possibly be current about the responsibility OF
directors The easy acceptance OF that idea
leads 10 some Of our greatest corporation abuses
and contributes largely to the formation Of the
trusts
The individual does not escape the response
bilitics OF his business Oh the ground of the
multiplicity OF his cares He may own hun
dred factories and be worth millions, but he is
criminaIly liable for dangerous conditions or
violations Of the factory law IN any one OF
them II he extends bis interests too widely
10 look after them properly, that is bis own fault
The State allows certain persons wishing TO do
business together the privilege of Incorporation.
fc
spoken OF rs il il amounted 20 nothing and the
persons were wronged when the State exacted
any corresponding obligations Of them regri-
lated the use OF their franchise. II gives them
practical perpetuity for their enterprise; IL frees
them from fun liability for debts. The natural
person has perhaps thirty years to labor and
accumulate. Then there is new deal, new
distribution OF property giving new chances In
the worlds struggle. But the corporation is
practically immortal 1t goes on endlessly roll
ing UP its snowfall Of wealth, and the interests,
if not the individuals within it, escape the oper-
alton Of natural law. Thus to individuals is
given an immense and artificial power. power
OF great usefulness to the community when
properly regulated. Of great mischief If made
irresponsible.
The persons to whom this power over the
whole community. this superiority in the COM
petition Of life, is given should be held TO a
greater, not Z less responsibility for their cor
porste than for their personal actions. But in
practice the fact that an action is taken as a
director is often thought TO rob Of all immoral
quality what would be thought criminal In pri-
waite conduct. A man who would think himself
inexcusable IL he carelessly overwcrked his own
coachman will permit his railroad 10 imperil
trains by sending out tatiSued engineers. He
would never think Of disregarding an employees
notice that a streetcar wheel was worn fat or
that point on his road was dangerous be-
cause he had not space enough TO make his
switches safe, If he in his own proper person
owned them and was responsible for them. He
would retire the cars or buy the necessary land
But rs a railroad president be will lightly turn
of the matter. feeling that If anything goes
wrong the corporation. not he himself who is
the autOcrat OF the corporation. will be blamed.
If the law and public opinion held corporation
officials to proper responsibility, we should not
see a few men gathering into their hands n
whole industry. Such concentrated control is
possible only with responsibility for the con-
crete detailed results. which may come as in
fallibly from headquarters policy as il mar
ucular accident or abuse had been knowingly
ordered. No handful Of men could direct these
immense corporations II they had to be drec-
tors In real sense. 1t is only when they are
merely nominal directors, representatives of a
property Interest IN a board but paying no
actual attention TO their duties as responsible
managers OF corporation, that they are able
30 control scores OF boards, thus concentrating
vast ROVER in 4 few hands. One of the most
elective discouragements OF overgrown trusts
would be stT1cter rules holding men accountable
for actions Of the corporations the management
OF which has been intrusted to them by the
State a. duty correlative with the privilege or
a franchise.