president, cashier, or at the request of three or more directors; and should there be no quorum at any special or regular meeting, the members present may adjourn from day to day until a quorum is in attendance. In the absence of a quorum no business should be transacted.

Special notice to all the members of the Board of all special meetings must be given in order to make the acts of the Board at such meetings valid and legal. Notices of meetings may be given

By personal service;

By publication and personal service;
By the written consent of all the directors
(and this written consent should be
signed on the minutes of the meeting),
And pursuant to adjournment at a spe-
cified time.

Notices of directors' meetings should always state the purpose of the meeting, although it is not necessary in every case to establish the validity of such meetings, unless the business to be transacted is of unusual importance and unless the Statute, Articles of Association, or By-laws provide otherwise.

NUMBER OF DIRECTORS CONSTITUTING A QUORUM. The number of directors necessary to constitute a quorum is usually fixed by the Articles of Incorporation or By-laws. A majority

of all the directors will constitute a quorum in the absence of any such provision. If notice has been properly given to all the members of the Board, a majority of a quorum may act. One person cannot, of course, constitute a quorum. A "meeting" requires at least two persons.

THE PRESIDING OFFICER.

The president of the bank is the presiding officer. He usually presides over the meetings of the stockholders as well as the directors, and he has the casting vote.

At the meetings of the Board the president sits at the head of the table, and the cashier who acts as secretary of the meetings, usually sits at his right, while the other directors assemble themselves around the table in their usual places.

When the directors assemble they should attend promptly to the business on hand, and not convert the meeting into a "social gathering." At some Board meetings the entire time almost is consumed in the discussion of political, social, and personal affairs, and at the very last moment important matters pertaining to the business of the bank are hurriedly considered to the detriment of the institution.

The president should open the meeting promptly by calling the members to order.

He may say: "Gentlemen, you will please come to order, and we will have the minutes read." When the cashier has read the minutes, they should be approved, which is usually done in the following manner:

The president may say, "You have heard the reading of the minutes. Are there any objections or corrections?" And if the members are silent he will add, "If not, they will stand approved." Or, after the reading of the minutes, the president may inquire what is the pleasure of the Board in regard to them. A motion should then be made and seconded that the minutes stand approved as read.

ORDER OF BUSINESS.

The business of the meetings is then usually transacted in the following order:

Reading of the minutes of the previous meeting.

Reports of the standing committees.
Reports of the special committees.
Unfinished business.

New business.
Adjournment.

A motion to adjourn is simply a motion to continue the business of the meeting to another time not definitely fixed. If it is desired to adjourn to meet again at some special time, a previous motion fixing the date and hour is necessary.

WHAT THE MINUTES SHOULD DISCLOSE.

The cashier should attend all meetings of the directors, and should keep a clear, concise but complete record of all its proceedings. The book in which such a record is kept is called the "Minute Book," and it should reveal the following facts concerning each meeting:

Time of the meeting.

Whether the meeting is "regular" or "special."

If special, by whom called and for what purpose.

The name of the officer presiding.

The members present at the meeting. Every act done or ordered to be done. Every motion made, whether carried or lost. The name of the director making a motion and by whom seconded should be recorded when motions relate to important matters. The "ayes" and "noes" should also be taken upon important questions, and recorded opposite the names of the directors voting.

Only such business that is formally acted upon should be recorded in the Minutes. Matters which are simply discussed in an informal way should be omitted. If, however, at a called meeting there is no quorum, or no agreement or decision can be reached in the matter for which the meeting was especially called, this fact should be recorded.

THE DISCOUNT COMMITTEE.

The greatest responsibility devolving upon bank directors is that of loaning and investing the funds of the bank. Upon the degree of skill and intelligence displayed in the exercise of this important function depends the success of the institution.

The Board should appoint each year a committee-usually known as the "Discount Committee," the "Loan Committee," or the "Finance Committee” - with powers to make loans and discounts. This committee should be composed of the president, cashier, and two or three of the directors, and they should make a report at each regular meeting of all the loans and discounts made since the last previous report.

Better and closer supervision will be given to the loans by a few members, specially delegated to perform such duties, than can be given by the whole Board. But this does not mean that the directors may abandon the loans and discounts entirely to the judgment and discretion of the committee. The committee should have authority to accept or reject applications in the ordinary course of business,