Discussion: View Thread

Fred,
I understood from an earlier message that you claim conduct can be measured.
Considering this example,
" Sec. 33-756. General standards for directors.
(d) . a director of a corporation . shall consider, in determining what he
reasonably believes to be in the best interests of the corporation, (1) the
long-term as well as the short-term interests of the corporation, (2) the
interests of the shareholders, long-term as well as short-term, including
the possibility that those interests may be best served by the continued
independence of the corporation, (3) the interests of the corporation's
employees, customers, creditors and suppliers, and (4) community and
societal considerations including those of any community in which any office
or other facility of the corporation is located. A director may also in his
discretion consider any other factors he reasonably considers appropriate in
determining what he reasonably believes to be in the best interests of the
corporation."

how will you measure a director of a CT corporation regarding whether the
director "considered, in determining what he reasonably believes to be in
the best interests of the corporation, (1), (2), (3) and (4)"? Note that (4)
isn't even about 'interests' but about considering considerations.

This exemplifies the key issue of Who's qualified to govern?


Jack Ring

Jack:

As I just said in another post, I don't believe I said you can measure conduct; I said you can measure behavior, more specifically, overt behavior. There is no overt behavior in the standard below. Indeed, the way it is written, it is not a standard at all.

Measurement entails comparing a given against a standard. If the standard itself is not operational, measurement is impossible. In the case you provide below, the would-be standard makes measurement and thus accountability impossible. More to the point, I suspect it is deliberately so. In short, it sounds good but it is actually quite meaningless other than as a statement of intent (and a not very good statement of intent). Consider this parallel:

"Fred Nickols shall consider the long-term and short-term interests of the MG-ED-DV list members in formulating and making posts to the list. Fred, at his discretion, may also consider other factors he considers relevant in making posts to the list."

So, Jack, if your assertion is still that behavior can't be measured, I still don't agree with you. If you are instead, now focused on conduct, I'm pretty sure I still don't agree with you. The problem I see you pointing to isn't that behavior or conduct can't be measured, it's that the standards aren't operational. That's a problem all its own.

Bottom line, maybe the question isn't who is qualified to govern but what standards must standards themselves meet?

--
Regards,

Fred Nickols
Managing Partner
Distance Consulting, LLC
nickols@att.net
www.nickols.us

"Assistance at A Distance"

-------------- Original message ----------------------
From: Jack Ring <jring@AMUG.ORG>
>
> Fred,
> I understood from an earlier message that you claim conduct can be measured.
> Considering this example,
> " Sec. 33-756. General standards for directors.
> (d) . a director of a corporation . shall consider, in determining what he
> reasonably believes to be in the best interests of the corporation, (1) the
> long-term as well as the short-term interests of the corporation, (2) the
> interests of the shareholders, long-term as well as short-term, including
> the possibility that those interests may be best served by the continued
> independence of the corporation, (3) the interests of the corporation's
> employees, customers, creditors and suppliers, and (4) community and
> societal considerations including those of any community in which any office
> or other facility of the corporation is located. A director may also in his
> discretion consider any other factors he reasonably considers appropriate in
> determining what he reasonably believes to be in the best interests of the
> corporation."
>
> how will you measure a director of a CT corporation regarding whether the
> director "considered, in determining what he reasonably believes to be in
> the best interests of the corporation, (1), (2), (3) and (4)"? Note that (4)
> isn't even about 'interests' but about considering considerations.
>
> This exemplifies the key issue of Who's qualified to govern?
>
>
> Jack Ring

Jack

Can you please give the source of the quote below? Is it at statute for a particular state? I am trying to put together a database of the states with statutes recognizing stakeholder interests. Does anyone have a list - states and the best of all worlds would be the site for their corporate statute.

Thanks

Carolyn

Carolyn J. Fausnaugh PhD, CPA
Asst Professor of Strategy & New Ventures
Florida Institute of Technology
Melbourne, Florida 32901
Phone: 321-674-7375; Fax: 321-674-8896
E-mail: cfausnau@fit.edu

________________________________

From: Management Education and Development Discussion on behalf of Jack Ring
Sent: Tue 4/14/2009 1:53 AM
To: MG-ED-DV@AOMLISTS.PACE.EDU
Subject: What can be measured?



Fred,
I understood from an earlier message that you claim conduct can be measured.
Considering this example,
" Sec. 33-756. General standards for directors.
(d) . a director of a corporation . shall consider, in determining what he
reasonably believes to be in the best interests of the corporation, (1) the
long-term as well as the short-term interests of the corporation, (2) the
interests of the shareholders, long-term as well as short-term, including
the possibility that those interests may be best served by the continued
independence of the corporation, (3) the interests of the corporation's
employees, customers, creditors and suppliers, and (4) community and
societal considerations including those of any community in which any office
or other facility of the corporation is located. A director may also in his
discretion consider any other factors he reasonably considers appropriate in
determining what he reasonably believes to be in the best interests of the
corporation."

how will you measure a director of a CT corporation regarding whether the
director "considered, in determining what he reasonably believes to be in
the best interests of the corporation, (1), (2), (3) and (4)"? Note that (4)
isn't even about 'interests' but about considering considerations.

This exemplifies the key issue of Who's qualified to govern?


Jack Ring

Carolyn,
The quote was lifted from a post on this forum by Ben, April 11, 2009.

According to Ben's post the source is
The Connecticut Corporation Code at
http://law.justia.com/connecticut/codes/title33/sec33-756.html states:

" Sec. 33-756. General standards for directors.
(d) . a director of a corporation . shall consider, in determining what he
reasonably believes to be in the best interests of the corporation, (1) the
long-term as well as the short-term interests of the corporation, (2) the
interests of the shareholders, long-term as well as short-term, including
the possibility that those interests may be best served by the continued
independence of the corporation, (3) the interests of the corporation's
employees, customers, creditors and suppliers, and (4) community and
societal considerations including those of any community in which any office
or other facility of the corporation is located. A director may also in his
discretion consider any other factors he reasonably considers appropriate in
determining what he reasonably believes to be in the best interests of the
corporation."



Hope this helps,

Jack Ring



----- Original Message -----
From: "Carolyn Fausnaugh" <cfausnau@FIT.EDU>
To: <MG-ED-DV@AOMLISTS.PACE.EDU>
Sent: Tuesday, April 14, 2009 9:02 AM
Subject: Re: What can be measured?


> Jack
>
> Can you please give the source of the quote below? Is it at statute for a
> particular state? I am trying to put together a database of the states
> with statutes recognizing stakeholder interests. Does anyone have a
> list - states and the best of all worlds would be the site for their
> corporate statute.
>
> Thanks
>
> Carolyn
>
> Carolyn J. Fausnaugh PhD, CPA
> Asst Professor of Strategy & New Ventures
> Florida Institute of Technology
> Melbourne, Florida 32901
> Phone: 321-674-7375; Fax: 321-674-8896
> E-mail: cfausnau@fit.edu
>
> ________________________________
>
> From: Management Education and Development Discussion on behalf of Jack
> Ring
> Sent: Tue 4/14/2009 1:53 AM
> To: MG-ED-DV@AOMLISTS.PACE.EDU
> Subject: What can be measured?
>
>
>
> Fred,
> I understood from an earlier message that you claim conduct can be
> measured.
> Considering this example,
> " Sec. 33-756. General standards for directors.
> (d) . a director of a corporation . shall consider, in determining what he
> reasonably believes to be in the best interests of the corporation, (1)
> the
> long-term as well as the short-term interests of the corporation, (2) the
> interests of the shareholders, long-term as well as short-term, including
> the possibility that those interests may be best served by the continued
> independence of the corporation, (3) the interests of the corporation's
> employees, customers, creditors and suppliers, and (4) community and
> societal considerations including those of any community in which any
> office
> or other facility of the corporation is located. A director may also in
> his
> discretion consider any other factors he reasonably considers appropriate
> in
> determining what he reasonably believes to be in the best interests of the
> corporation."
>
> how will you measure a director of a CT corporation regarding whether the
> director "considered, in determining what he reasonably believes to be in
> the best interests of the corporation, (1), (2), (3) and (4)"? Note that
> (4)
> isn't even about 'interests' but about considering considerations.
>
> This exemplifies the key issue of Who's qualified to govern?
>
>
> Jack Ring
>