Norwich bulletin. [volume] (Norwich, Conn.) 1895-2011, 1915-07-22

meaning Of the workmen's: compensa-
ton act and SO entitled to4an award
of compensation for injuries is the de-
cision made. by Commissioner George
E. Beers in his finding in the case of
Waterman r. Durham against the
Thames National bank. Commissioner
Beers acted for Commissioner Dono-
hue of this district in the hearing, the
action being a friendly one TO deter
mine whether the bank was liable.
Mr.. Burnham had been attending
directors meeting at-the bank and In
coming. out was caught and thrown in
the revolving door so that a bone i'll
his leg was broken.
Finding and Award.
The finding and award state:
The Thames National bank, the re-
spondent. had insured dts full habili-
ty.
Waterman R Burnham, the claim
ant, was on May Is, 1915, and for a
long time prior thereto had been a di-
rector of the bank, and on said day at
Norwich, while engaged in his duties
as such director, and while within the
building occupied by said bank, and in
the process of leaving said building
after attendance on a meeting Of the
board of directors of said bank, suf-
fered an injury which arose out of
and in the course of the performance
Of his duties as aforesaid, which in
jury consisted in a. fracture Of the
ankle, as a consequence whereof the
claimant was at all times from the
date of said injury up to the date of
the hearing totally incapacitated.
Thes claimant was of the age OF SO
years.
Each director, including the claim
ant, received for attendance upon each
weekly meeting of the directors the
sum of five dollars.
Said fee was paid in pursuance of
vote of the directors Of the said
bank passed Jan. 26th. 1898. and read
ing as follows: Voted: That the di-
rectors be paid five dollars each for
their attendance at the weekly ses-
sions of this board
The average weekly amount re-
ceived by the claimant for attendance
upon meetings Of the directors for the
26 calendar weeks Immediately pre-
ceding the week during which he was
injured was five dollars.
The claimapt had no other duties
to perform than attendance upon said
meeting, and such other duties as may
have been imposed by law.
The claimant was not an employe,
nor within the terms of part B OF said
act.
A memorandum is attached hereto
and made a part hereof.
Whereupon it is awarded and adj
judged that the claim Of the claimant
be dismissed.
Memorandum of Decision.
The only question involved in this
case is as to whether a director in
national bank who receives a fee for
attendance upon weekly directors
meetings is an employee as the term is
used in the compensation act
The word "ernploye" is defined in
section 4S of part as meaning ANY
person who has entered into or
works under any contract of service
or apprenticeship with an employer"
while the correlative term employer"
is defined as including any person
whether natural or corporate who
uses the service OF another for pay.
While the act itself is entitled AN
act concerning compensation to work.
men injured in the course of their en-
ployment," broad meaning has been
ascribed by all of the commissioners
to the word ''workmen" and the act
regarded as not limited to those who
are workmen in the narrow sense OF
the term. One may still be an en-
ploye even though the work that he
performs is of an executive nature.
The act, however, contemplates that
there should be to the contract under
which the labor is performed, whether
express or implied, two distinct par
ties, the employer and the employee.
1t also contemplateS that there shall
be wage and that this wage shall
be earned. In the present case are
there two such parties and is there
such a wage? Upon the answer to
these questions depends the decision of
the case.
The board of directors of a corpora
ton is in sense constituent part
of the corporation. Universally the
charter or the general act under which
tho tinT1 ic f0rToa creates S1l1h
a board and coufides to it the general
care of the corporation business.
While it may be quite possible for the
corporation itself to limit the powers
of the directors Go eye. p. 1900 never
theless the directors are far more than
mere agents or servants of the stock
holders. The latter generally form a
widely separated and disorganized body
and the real direction of the corpora
ton is almost Inevitably in the hands
of the directors. Almost universally a
director is required to be a sharehold-
er in the enterprise. Under the ma
tional banking laws a director must in
his own right own at least 10 shares of
stock, except in the case of banks of
small capitalization, in which case he
must own at least five such shares. If
he ceases to own the required number
of shares of stock he thereby vacates
his place. gratis Digest of National
Banking Laws, section 30, p. 44.)
Unlike a mere agent or servant, the
director is required to take an oath of
Office. The duties placed upon him by
the law are duties of direction rather
than duties of administration in de-
tall A director of a corporation pre-
sumptively serves without compensa-
ton Go eye. $3.50.
The directors of a national bank
are not the creatures of the stock
holders but derive their authority in
large part from the law. 1.-THE af-
fairs Of each association shall be man
aged by directors, who shall be
elected by the shareholders
The directors shall hold Office for one
year, and until their successors are
elected and have qualified" Gre
vised Statues, U, S. Section 5145.
Pratt's Digest, Section 20, p. Az.
A director seems to have no power
as director individually but only a
voice in the board at its meetings.
gratis Digest, p. 46, and authorities
cited.) There Is a sort of an analogy
between his status in this respect and
that Of the. ordinary stakeholder. who
while voting at the stockholders
meeting is in. a sense performing work
for the bank
While liability TO compensation does
not at all rest upon the fact Of negli-
gence (Powers VS.. Hotel Bond
Co., SO Conn. 143) nevertheless
that liability Is one imposed
upon persons who inzgeneraf have the
direction of the enterprise and an op-
portun1ty to minimize the risks. This