Board of directors
A board of directors is a group of people who jointly supervise the activities of an organization, which can be either a for-profit business, nonprofit organization, or a government agency. Such a board's powers and responsibilities are determined by government regulations and the organization's own constitution and bylaws; these authorities may specify the number of members of the board, how they are to be chosen, how they are to meet. In an organization with voting members, the board is accountable to, might be subordinate to, the organization's full membership, which vote for the members of the board. In a stock corporation, non-executive directors are voted for by the shareholders, with the board having ultimate responsibility for the management of the corporation; the board of directors appoints the chief executive officer of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership, the identification and nomination of directors are done by the board itself, leading to a high degree of self-perpetuation.
In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, its members are sometimes chosen by the board itself. Other names include board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, or board of visitors, it may be called "the executive board" and is simply referred to as "the board". Typical duties of boards of directors include: governing the organization by establishing broad policies and setting out strategic objectives. For companies with publicly trading stock, these responsibilities are much more rigorous and complex than for those of other types; the board chooses one of its members to be the chairman, who holds whatever title is specified in the by-laws or articles of association. However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise; the directors of an organization are the persons.
Several specific terms categorize directors by the presence or absence of their other relationships to the organization. An inside director is a director, an employee, chief executive, major shareholder, or someone connected to the organization. Inside directors represent the interests of the entity's stakeholders, have special knowledge of its inner workings, its financial or market position, so on. Typical inside directors are: A chief executive officer who may be chairman of the board Other executives of the organization, such as its chief financial officer or executive vice president Large shareholders Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is locatedAn inside director, employed as a manager or executive of the organization is sometimes referred to as an executive director. Executive directors have a specified area of responsibility in the organization, such as finance, human resources, or production.
An outside director is a member of the board, not otherwise employed by or engaged with the organization, does not represent any of its stakeholders. A typical example is a director, president of a firm in a different industry. Outside directors are not affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that only serves a domestic market, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of the arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between insider directors, as outside directors do not benefit from the company or organization. Outside directors are useful in handling disputes between inside directors, or between shareholders and the board.
They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance and they might not know about the industry or sector in which the organization is operating. Director – a person appointed to serve on the board of an organization, such as an institution or business. Inside director – a director who, in addition to serving on the board, has a meaningful connection to the organization Outside director – a director who, other than serving on the board, has no meaningful connections to the organization Executive director – an insi
Employment is a relationship between two parties based on a contract where work is paid for, where one party, which may be a corporation, for profit, not-for-profit organization, co-operative or other entity is the employer and the other is the employee. Employees work in return for payment, which may be in the form of an hourly wage, by piecework or an annual salary, depending on the type of work an employee does or which sector she or he is working in. Employees in some fields or sectors may receive bonus payment or stock options. In some types of employment, employees may receive benefits in addition to payment. Benefits can include health insurance, disability insurance or use of a gym. Employment is governed by employment laws, regulations or legal contracts. An employee contributes labor and expertise to an endeavor of an employer or of a person conducting a business or undertaking and is hired to perform specific duties which are packaged into a job. In a corporate context, an employee is a person, hired to provide services to a company on a regular basis in exchange for compensation and who does not provide these services as part of an independent business.
Employer and managerial control within an organization rests at many levels and has important implications for staff and productivity alike, with control forming the fundamental link between desired outcomes and actual processes. Employers must balance interests such as decreasing wage constraints with a maximization of labor productivity in order to achieve a profitable and productive employment relationship; the main ways for employers to find workers and for people to find employers are via jobs listings in newspapers and online called job boards. Employers and job seekers often find each other via professional recruitment consultants which receive a commission from the employer to find and select suitable candidates. However, a study has shown that such consultants may not be reliable when they fail to use established principles in selecting employees. A more traditional approach is with a "Help Wanted" sign in the establishment. Evaluating different employees can be quite laborious but setting up different techniques to analyze their skill to measure their talents within the field can be best through assessments.
Employer and potential employee take the additional step of getting to know each other through the process of job interview. Training and development refers to the employer's effort to equip a newly hired employee with necessary skills to perform at the job, to help the employee grow within the organization. An appropriate level of training and development helps to improve employee's job satisfaction. There are many ways that employees are paid, including by hourly wages, by piecework, by yearly salary, or by gratuities. In sales jobs and real estate positions, the employee may be paid a commission, a percentage of the value of the goods or services that they have sold. In some fields and professions, employees may be eligible for a bonus; some executives and employees may be paid in stocks or stock options, a compensation approach that has the added benefit, from the company's point of view, of helping to align the interests of the compensated individual with the performance of the company.
Employee benefits are various non-wage compensation provided to employee in addition to their wages or salaries. The benefits can include: housing, group insurance, disability income protection, retirement benefits, tuition reimbursement, sick leave, social security, profit sharing, funding of education, other specialized benefits. In some cases, such as with workers employed in remote or isolated regions, the benefits may include meals. Employee benefits can improve the relationship between employee and employer and lowers staff turnover. Organizational justice is an employee's perception and judgement of employer's treatment in the context of fairness or justice; the resulting actions to influence the employee-employer relationship is a part of organizational justice. Employees can organize into trade or labor unions, which represent the work force to collectively bargain with the management of organizations about working, contractual conditions and services. Either an employee or employer may end the relationship at any time subject to a certain notice period.
This is referred to as at-will employment. The contract between the two parties specifies the responsibilities of each when ending the relationship and may include requirements such as notice periods, severance pay, security measures. In some professions, notably teaching, civil servants, university professors, some orchestra jobs, some employees may have tenure, which means that they cannot be dismissed at will. Another type of termination is a layoff. Wage labor is the socioeconomic relationship between a worker and an employer, where the worker sells their labor under a formal or informal employment contract; these transactions occur in a labor market where wages are market determined. In exchange for the wages paid, the work product becomes the undifferentiated property of the employer, except for special cases such as the vesting of intellectual property patents in the United States where patent rights are vested in the original personal inventor. A wage laborer is a person whose primary means of income is from the selling of his or her labor in this way.
In modern mixed economies such as that
The chairman is the highest officer of an organized group such as a board, a committee, or a deliberative assembly. The person holding the office is elected or appointed by the members of the group, the chairman presides over meetings of the assembled group and conducts its business in an orderly fashion. In some organizations, the chairman position is called president, in others, where a board appoints a president, the two different terms are used for distinctly different positions. Other terms sometimes used for the office and its holder include chair, chairwoman, presiding officer, moderator and convenor; the chairman of a parliamentary chamber is called the speaker. The term chair is sometimes used in lieu of chairman, in response to criticisms that using chairman is sexist, it is used today, has been used as a substitute for chairman since the middle of the 17th century, with its earliest citation in the Oxford English Dictionary dated 1658–1659, only four years after the first citation for chairman.
Major dictionaries state that the word derives from a person. A 1994 Canadian study found the Toronto Star newspaper referring to most presiding men as "chairman", to most presiding women as "chairperson" or as "chairwoman"; the Chronicle of Higher Education uses "chairman" for men and "chairperson" for women. An analysis of the British National Corpus found chairman used 1,142 times, chairperson 130 times and chairwoman 68 times; the National Association of Parliamentarians adopted a resolution in 1975 discouraging the use of “chairperson” and rescinded it in 2017. The Wall Street Journal, The New York Times and United Press International all use "chairwoman" or "chairman" when referring to women, forbid use of "chair" or of "chairperson" except in direct quotations. In World Schools Style debating, male chairs are called "Mr. Chairman" and female chairs are called "Madame Chair"; the FranklinCovey Style Guide for Business and Technical Communication, as well as the American Psychological Association style guide, advocate using "chair" or "chairperson", rather than "chairman".
The Oxford Dictionary of American Usage and Style suggests that the gender-neutral forms are gaining ground. It advocates using "chair" to refer both to women; the Telegraph style guide bans the use of both "Chair" and "Chairperson" on the basis that "Chairman" is correct English. The word chair can refer to the place from which the holder of the office presides, whether on a chair, at a lectern, or elsewhere. During meetings, the person presiding is said to be "in the chair" and is referred to as "the chair". Parliamentary procedure requires that members address the "chair" as "Mr. Chairman" rather than using a name – one of many customs intended to maintain the presiding officer's impartiality and to ensure an objective and impersonal approach. In the United States, the presiding officer of the lower house of a legislative body, such as the House of Representatives, is titled the Speaker, while the upper house, such as the Senate, is chaired by a President. In his 1992 State of the Union address, then-U.
S. President George H. W. Bush used "chairman" for men and "chair" for women. In the British music hall tradition, the Chairman was the master of ceremonies who announced the performances and was responsible for controlling any rowdy elements in the audience; the role was popularised on British TV in the 1960s and 1970s by Leonard Sachs, the Chairman on the variety show The Good Old Days."Chairman" as a quasi-title gained particular resonance when socialist states from 1917 onward shunned more traditional leadership labels and stressed the collective control of soviets by beginning to refer to executive figureheads as "Chairman of the X Committee". Vladimir Lenin, for example functioned as the head of Soviet Russia not as tsar or as president but in roles such as "Chairman of the Council of People's Commissars of the Russian SFSR". Note in particular the popular standard method for referring to Mao Zedong: "Chairman Mao". In addition to the administrative or executive duties in organizations, the chairman has the duties of presiding over meetings.
Such duties at meetings include: Calling the meeting to order Determining if a quorum is present Announcing the items on the order of business or agenda as they come up Recognition of members to have the floor Enforcing the rules of the group Putting questions to a vote Adjourning the meetingWhile presiding, the chairman should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group. In committees or small boards, the chairman votes along with the other members. However, in assemblies or larger boards, the chairman should vote only when it can affect the result. At a meeting, the chairman only has one vote; the powers of the chairman vary across organizations. In some organizations the chairman has the authority to hire staff and make financial decisions, while in others the chairman only makes recommendations to a board of directors, still others the chairman has no executive powers and is a spokesman for the organization; the amount of power given to the chairman depends on the type of organization, its structure, the rules it has created for itself.
If the chairman exceeds the given authority, engages in misconduct, or fails to perform t
Robert's Rules of Order
Robert's Rules of Order Newly Revised referred to as Robert’s Rules of Order, RONR, or Robert’s Rules, is the most used manual of parliamentary procedure in the United States. It governs the meetings of a diverse range of organizations—including church groups, county commissions, homeowners associations, nonprofit associations, professional societies, school boards, trade unions—that have adopted it as their parliamentary authority; the manual was first published in 1876 by U. S. Army officer Henry Martyn Robert, who adapted the rules and practice of Congress to the needs of non-legislative societies. Ten subsequent editions have been published, including major revisions in 1915 and 1970; the copyright to Robert's Rules of Order Newly Revised is owned by the Robert's Rules Association, which selects by contract an authorship team to continue the task of revising and updating the book. The 11th and current edition was published in 2011. In 2005, the Robert's Rules Association published an official concise guide, titled Robert's Rules of Order Newly Revised In Brief.
A second edition of the brief book was published in 2011. The first edition of the book, whose full title was Pocket Manual of Rules of Order for Deliberative Assemblies, was published in February 1876 by U. S. Army Major Henry Martyn Robert with the short title Robert's Rules of Order placed on its cover; the procedures prescribed by the book were loosely modeled after those used in the United States House of Representatives, with such adaptations as Robert saw fit for use in ordinary societies. Although he was in the military, the rules in his book were not based on military rules; the author's interest in parliamentary procedure began in 1863 when he was chosen to preside over a church meeting and, although he accepted the task, he felt that he did not have the necessary knowledge of proper procedure. In his work as an active member of several organizations, Robert discovered that members from different areas of the country had different views regarding what the proper parliamentary rules were, these conflicting views hampered the organizations in their work.
He became convinced of the need for a new manual on the subject, one which would enable many organizations to adopt the same set of rules. Henry M. Robert himself published four editions of the manual before his death in 1923, the last being the revised and expanded Fourth Edition published as Robert's Rules of Order Revised in May 1915. By this time Robert had long been retired from the Army with the rank of brigadier general; the revisions were based on the feedback from hundreds of letters that Robert had received through the years. In addition, to explain the rules in Robert's Rules of Order Revised, Robert published an introductory book for beginners titled Parliamentary Practice: An Introduction to Parliamentary Law in 1921 and a full book of explanations titled Parliamentary Law in 1923. Through a family trust, through the Robert's Rules Association, several subsequent editions of Robert's Rules of Order have been published, including another major revision of the work; the Seventh Edition, published in February 1970 on the 94th anniversary of the publication of the First Edition, was the first under the title Robert's Rules of Order Newly Revised.
The subsequent editions were based on additional feedback from users, including feedback received by electronic means in recent years. These editions included material from Robert's Parliamentary Practice and Parliamentary Law; the current edition of the series became effective on September 23, 2011 under the title Robert's Rules of Order Newly Revised, Eleventh Edition. This edition states that it: supersedes all previous editions and is intended automatically to become the parliamentary authority in organizations whose bylaws prescribe "Robert's Rules of Order," "Robert's Rules of Order Revised," "Robert's Rules of Order Newly Revised," or "the current edition of" any of these titles, or the like, without specifying a particular edition; the authorship team of the current Eleventh Edition consists of a grandson of General Robert, an attorney, a lobbyist and legislative analyst, a mathematics professor, a copy editor, all of them being experienced parliamentarians. More than five and a half million copies have been printed.
The following table lists the official versions of the body of work known as Robert's Rules of Order developed by Henry M. Robert and maintained by his successors. Henry M. Robert III, grandson of the original author and Trustee for the Robert's Rules Association, had acknowledged that "there has been controversy among parliamentarians concerning the length of Robert's Rules in its various editions and the complexity of the rules it describes." As a result, a supplemental book was developed. In 2005, a shorter reference guide, Robert's Rules of Order Newly Revised In Brief, was published by the same authorship team and publisher as the Tenth Edition of Robert's Rules of Order Newly Revised and was made to be in accord with that edition of RONR. A second edition of this shorter guide was published in 2011 to conform with the current Eleventh Edition of Robert's Rules of Order Newly Revised; the In Brief book is the only authorized concise guide for Robert's Rules of Order Newly Revised and is intended as an introductory book for those unfamiliar with parliamentary procedure.
The authors say, "In only twenty minutes, the average reader can learn the bare essentials, with about an hour's reading can cover all the basics." It is meant to be an introductory supplement to the current edition of Robert's Rules of Order Newly Revised and is not suitable for adoption as
A spokesman, spokeswoman or spokesperson is someone engaged or elected to speak on behalf of others. In the present media-sensitive world, many organizations are likely to employ professionals who have received formal training in journalism, public relations and public affairs in this role in order to ensure that public announcements are made in the most appropriate fashion and through the most appropriate channels to maximize the impact of favorable messages, to minimize the impact of unfavorable messages. Celebrity spokesmen such as popular local and national sports stars or television and film stars are chosen as spokespeople for commercial advertising; as of August 2017, Kayleigh McEnany and Michael Tyler served as spokesmen of the RNC and DNC, respectively. Unlike an individual giving a personal testimonial, it is the job of a spokesperson to faithfully represent and advocate for the organization's positions when these conflict with his/her own opinion; as a result, spokespeople are selected from experienced, long-time employees or other people who are known to support the organization's goals.
A corporation may be represented in public by its chief executive officer, chairman or president, chief financial officer, counsel or external legal advisor. In addition, on a day-to-day level and for more routine announcements, the job may be delegated to the corporate communications or investor relations departments, who will act as spokespeople. In the particle physics community, large collaborations of physicists elect one spokespeople or leader of the collaboration; the spokesperson in such cases is the lead scientist of the collaboration, not a public speaker. Each collaboration chooses the roles and responsibilities of the spokesperson for internal purposes, but spokespeople have defined roles for liaising with the host laboratory and/or funding agencies. Brand ambassador Press agent Press secretary Press service
Chief executive officer
The chief executive officer or just chief executive, is the most senior corporate, executive, or administrative officer in charge of managing an organization – an independent legal entity such as a company or nonprofit institution. CEOs lead a range of organizations, including public and private corporations, non-profit organizations and some government organizations; the CEO of a corporation or company reports to the board of directors and is charged with maximizing the value of the entity, which may include maximizing the share price, market share, revenues or another element. In the non-profit and government sector, CEOs aim at achieving outcomes related to the organization's mission, such as reducing poverty, increasing literacy, etc. In the early 21st century, top executives had technical degrees in science, engineering or law; the responsibility of an organization's CEO are set by the organization's board of directors or other authority, depending on the organization's legal structure.
They can be far-reaching or quite limited and are enshrined in a formal delegation of authority. Responsibilities include being a decision maker on strategy and other key policy issues, leader and executor; the communicator role can involve speaking to the press and the rest of the outside world, as well as to the organization's management and employees. As a leader of the company, the CEO or MD advises the board of directors, motivates employees, drives change within the organization; as a manager, the CEO/MD presides over the organization's day-to-day operations. The term refers to the person who makes all the key decisions regarding the company, which includes all sectors and fields of the business, including operations, business development, human resources, etc; the CEO of a company is not the owner of the company. In some countries, there is a dual board system with two separate boards, one executive board for the day-to-day business and one supervisory board for control purposes. In these countries, the CEO presides over the executive board and the chairman presides over the supervisory board, these two roles will always be held by different people.
This ensures a distinction between management by the executive board and governance by the supervisory board. This allows for clear lines of authority; the aim is to prevent a conflict of interest and too much power being concentrated in the hands of one person. In the United States, the board of directors is equivalent to the supervisory board, while the executive board may be known as the executive committee. In the United States, in business, the executive officers are the top officers of a corporation, the chief executive officer being the best-known type; the definition varies. In the case of a sole proprietorship, an executive officer is the sole proprietor. In the case of a partnership, an executive officer is a managing partner, senior partner, or administrative partner. In the case of a limited liability company, executive officer is any manager, or officer. A CEO has several subordinate executives, each of whom has specific functional responsibilities referred to as senior executives, executive officers or corporate officers.
Subordinate executives are given different titles in different organizations, but one common category of subordinate executive, if the CEO is the president, is the vice-president. An organization may have more than one vice-president, each tasked with a different area of responsibility; some organizations have subordinate executive officers who have the word chief in their job title, such as chief operating officer, chief financial officer and chief technology officer. The public relations-focused position of chief reputation officer is sometimes included as one such subordinate executive officer, but, as suggested by Anthony Johndrow, CEO of Reputation Economy Advisors, it can be seen as "simply another way to add emphasis to the role of a modern-day CEO – where they are both the external face of, the driving force behind, an organisation culture". In the US, the term chief executive officer is used in business, whereas the term executive director is used in the not-for-profit sector; these terms are mutually exclusive and refer to distinct legal duties and responsibilities.
Implicit in the use of these titles, is that the public not be misled and the general standard regarding their use be applied. In the UK, chief executive and chief executive officer are used in both business and the charitable sector; as of 2013, the use of the term director for senior charity staff is deprecated to avoid confusion with the legal duties and responsibilities associated with being a charity director or trustee, which are non-executive roles. In the United Kingdom, the term director is used instead of chief officer". Business publicists since the days of Edward Bernays and his client John D. Rockefeller and more the corporate publicists for Henry Ford, promoted the concept of the "celebrity CEO". Business journalists have adopted this approach, which assumes that the corporate achievements in the arena of manufacturing, wer
Business is the activity of making one's living or making money by producing or buying and selling products. Put, it is "any activity or enterprise entered into for profit, it does not mean it is a company, a corporation, partnership, or have any such formal organization, but it can range from a street peddler to General Motors."Having a business name does not separate the business entity from the owner, which means that the owner of the business is responsible and liable for debts incurred by the business. If the business acquires debts, the creditors can go after the owner's personal possessions. A business structure does not allow for corporate tax rates; the proprietor is taxed on all income from the business. The term is often used colloquially to refer to a company. A company, on the other hand, is a separate legal entity and provides for limited liability, as well as corporate tax rates. A company structure is more complicated and expensive to set up, but offers more protection and benefits for the owner.
Forms of business ownership vary by jurisdiction, but several common entities exist: Sole proprietorship: A sole proprietorship known as a sole trader, is owned by one person and operates for their benefit. The owner may hire employees. A sole proprietor has unlimited liability for all obligations incurred by the business, whether from operating costs or judgments against the business. All assets of the business belong to a sole proprietor, for example, a computer infrastructure, any inventory, manufacturing equipment, or retail fixtures, as well as any real property owned by the sole proprietor. Partnership: A partnership is a business owned by two or more people. In most forms of partnerships, each partner has unlimited liability for the debts incurred by the business; the three most prevalent types of for-profit partnerships are general partnerships, limited partnerships, limited liability partnerships. Corporation: The owners of a corporation have limited liability and the business has a separate legal personality from its owners.
Corporations can be either government-owned or owned, they can organize either for profit or as nonprofit organizations. A owned, for-profit corporation is owned by its shareholders, who elect a board of directors to direct the corporation and hire its managerial staff. A owned, for-profit corporation can be either held by a small group of individuals, or publicly held, with publicly traded shares listed on a stock exchange. Cooperative: Often referred to as a "co-op", a cooperative is a limited-liability business that can organize as for-profit or not-for-profit. A cooperative differs from a corporation in that it has members, not shareholders, they share decision-making authority. Cooperatives are classified as either consumer cooperatives or worker cooperatives. Cooperatives are fundamental to the ideology of economic democracy. Limited liability companies, limited liability partnerships, other specific types of business organization protect their owners or shareholders from business failure by doing business under a separate legal entity with certain legal protections.
In contrast, unincorporated businesses or persons working on their own are not as protected. Franchises: A franchise is a system in which entrepreneurs purchase the rights to open and run a business from a larger corporation. Franchising in the United States is widespread and is a major economic powerhouse. One out of twelve retail businesses in the United States are franchised and 8 million people are employed in a franchised business. A company limited by guarantee: Commonly used where companies are formed for non-commercial purposes, such as clubs or charities; the members guarantee the payment of certain amounts if the company goes into insolvent liquidation, but otherwise, they have no economic rights in relation to the company. This type of company is common in England. A company limited by guarantee may be without having share capital. A company limited by shares: The most common form of the company used for business ventures. A limited company is a "company in which the liability of each shareholder is limited to the amount individually invested" with corporations being "the most common example of a limited company."
This type of company is common in many English-speaking countries. A company limited by shares may be a publicly traded company or a held company A company limited by guarantee with a share capital: A hybrid entity used where the company is formed for non-commercial purposes, but the activities of the company are funded by investors who expect a return; this type of company may no longer be formed in the UK, although provisions still exist in law for them to exist. A limited liability company: "A company—statutorily authorized in certain states—that is characterized by limited liability, management by members or managers, limitations on ownership transfer", i.e. L. L. C. LLC structure has been called "hybrid" in that it "combines the characteristics of a corporation and of a partnership or sole proprietorship". Like a corporation, it has limited liability for members of the company, like a partnership, it has "flow-through taxation to the members" and must be "dissolved upon the death or bankruptcy of a member".
An unlimited company with or without a share capital: A hybrid entity, a company where the liability of members or shareholders for the debts of the company are not limited. In this case, the doctrine of a veil of incorporation does not apply. Less common types of companies are: Companies formed by letters patent: Most corpor