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71-479: A board of directors , whose members are appointed by the Governor of Oregon , governs LTD. A combination of passenger fares, payroll taxes , and state and federal money fund the system. According to LTD's Website, LTD operates 111 buses, which includes both standard and low-floor buses , in length of 30-foot, 40-foot, and 60-foot ( articulated buses ) for regular services. Among those 111 vehicles, 11 of those are

142-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,

213-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on

284-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if

355-480: A board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to the board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to

426-457: A broad perspective. Nonetheless, non-executive directors are usually chosen because of their independence and initiative, are of an appropriate caliber and have particular personal qualities. Fundamentally, the non-executive director role is to provide a creative contribution and improvement to the board by providing dispassionate and objective criticism. Their role may change depending on the organisation, though they are usually not involved in

497-432: A certain cause, a board of directors may have the responsibility of running the organization in between meetings of the membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others,

568-480: A domestic market only, 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 inside directors, as outside directors do not benefit from

639-401: A dynamic of deteriorating board relationships, characterized by withholding of information and mistrust. As one executive described it: "When a non-executive director displays insight and real knowledge and undertakes a role in a very serious fashion, asks brave questions, takes an interest in issues the directors know that they are going to be kept on their toes in relation to these issues, and

710-536: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from

781-633: A key topic of discussion. The Institute of Directors in New Zealand outlines ten clear benefits that independent directors can bring to a start-up and high growth business. These are Having a non-executive director in a business may seem necessary due to the benefits having one can provide; however, it is possible a NED may contribute to a dynamic of deteriorating board relationships. Executives could come to resent or be frustrated by non-executive contributions that they perceive to be either ill-informed or inappropriate. This in turn can contribute to

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852-848: A new bike lane, two new bike and pedestrian bridges, and 4.7 miles of new, wider sidewalks installed along West 6th, 7th, and 11th Avenues. Future EmX line extensions to the Thurston neighborhood, Lane Community College , and LTD's River Road station are currently under consideration. (Information as of March 31st, 2024) Not in service due to LTD Operator Shortage/System Service Review Not in service due to LTD Operator Shortage/System Service Review Not in service due to LTD Operator Shortage/System Service Review [REDACTED] Media related to Lane Transit District at Wikimedia Commons 44°02′32″N 123°02′29″W  /  44.04235°N 123.04147°W  / 44.04235; -123.04147 Board of directors A board of directors

923-518: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to

994-526: A position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to the organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who

1065-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in

1136-589: A public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout the world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material

1207-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,

1278-477: A review process during which several transportation options, including light rail , were considered. It concluded that this was the best option for Eugene-Springfield 's size and current transportation needs. The West Eugene Extension is a 17-station extension of the existing EmX service west from its existing terminus at Eugene Station in downtown Eugene. The extension opened on September 17, 2017. The addition added 4.4 miles to EmX's current line, while also adding

1349-443: A set fraction of the board's members. 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 (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership,

1420-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in

1491-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and

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1562-403: Is a member of the board of directors of a corporation , such as a company , cooperative or non-government organization , but not a member of the executive management team. They are not employees of the corporation or affiliated with it in any other way and are differentiated from executive directors , who are members of the board who also serve, or previously served, as executive managers of

1633-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of

1704-510: Is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law ) and the organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members,

1775-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of

1846-416: Is becoming available for boards of private and closely held businesses including family businesses. A board-only organization is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating

1917-531: Is complete. Details on how they can be removed are usually provided in the bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there

1988-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience

2059-457: Is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for the CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of

2130-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on

2201-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of

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2272-439: Is the ability of the person and what is driving them to become engaged … When that engagement actually adds value and can be seen to add value, then very quickly you get a dynamic where you improve the situation." It is the duty of the whole board to ensure that a company's accounts are prepared properly. These should inform its shareholders by presenting a true and fair reflection of its actions and financial performance and all of

2343-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that

2414-729: The Emerald Express (EmX) , began operations in January 2007. This is Oregon's first Bus Rapid Transit line. The first corridor connects downtown Eugene to downtown Springfield and runs primarily along Franklin Boulevard. A second EmX corridor, the Gateway EmX extension, began service in January 2011. The Gateway EmX extension connects downtown Springfield and the Gateway area in north Springfield. LTD chose bus rapid transit after

2485-417: The shareholders , the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees . Non-executive director A non-executive director (abbreviated to non-exec , NED or NXD ), independent director or external director

2556-511: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that

2627-445: The 60-foot BRT vehicles used for EmX service. All LTD buses are wheelchair-accessible, since 1985. The district currently operates 45 hybrid-electric buses , and 11 electric buses . In March 2020, LTD passed its first-ever board-level climate policy, with a commitment to reduce emissions from the fleet by 75% by 2030 and by 100% by 2035. Additionally, the policy calls for working with local jurisdictions to create joint goals related to

2698-564: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there

2769-547: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have

2840-404: The board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation , non-executive directors are elected by the shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect

2911-454: The board is the supreme governing body of the institution, and 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 , and board of visitors . It may also be called the executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with

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2982-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by

3053-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view

3124-439: The board should ensure that the necessary internal control systems are put into place and monitored regularly and rigorously. A non-executive director has an important part to play in fulfilling this responsibility whether or not a formal audit committee (composed of non-executive directors) of the board has been constituted. According to NEDonBoard, non-executive directors typically sit on the main board and have responsibility on

3195-404: The board sub-committees (e.g. audit committee, risk committee, nomination committee, remuneration committee). Research points to an average remuneration of £60 to 80k for FTSE 100 NEDs and £50 to 60k for FTSE 250 NEDs. SMEs remunerate their non-executive directors at lower rates, in the £20-30k range. Most roles in the not-for-profit sector are voluntary roles. There are a few factors that determine

3266-440: The board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of a board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on

3337-417: The board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is president of a firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves

3408-410: The company or organization. Outside directors are often 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

3479-519: The corporation (most often as corporate officers ). However, they do have the same legal duties, responsibilities and potential liabilities as their executive counterparts. Non-executive directors provide independent oversight and serve on committees concerned with sensitive issues such as the pay of the executive directors and other senior managers; they are usually paid a fee for their services but are not regarded as employees. All directors should be capable of seeing corporate and business issues in

3550-461: The corporation that is removed from day-to-day running. Non-executive directors, then, are appointed to bring to the board: In addition to the above five key qualities an effective non-executive director would influence the achievement of balance of the board of directors as a whole as well as commitment, perception and a broad perspective of the area or industry. More key responsibilities may include: Non-executive directors have responsibilities in

3621-603: The day-to-day management of the corporation but monitor the executive activity and contribute to the development strategy. Non-executive directors can also be referred to as external directors; they are usually people of stature and experience who can act as both a source of wise independent advice and a check on any wilder elements on a board. According to the UK Institute of Directors , non-executive directors are expected to focus on board matters and not stray into ‘executive direction,’ thus providing an independent view of

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3692-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include

3763-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance

3834-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it

3905-647: The following areas, according to the Review of the role and effectiveness of non-executive directors (the Higgs report), published by the British government in 2003: NEDs should also provide independent views on: Boards (and the non-executive directors on them) also have a responsibility to evaluate their own performance. Reasons for undertaking a board evaluation might include: Much has been written about how best to go about evaluating board performance and it remains

3976-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in

4047-483: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in

4118-411: The general membership retains full power and the board can only make recommendations. The setup of a board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and

4189-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of

4260-446: The industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where a relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running

4331-458: The intersection of transportation and land use. The agency took delivery of the first of eleven electric buses from New Flyer in December 2020, with the remainder scheduled to arrive in the first half of 2021. In addition to the fixed bus routes, LTD operates a bus rapid transit line from downtown Eugene to the Gateway area in north Springfield, via downtown Springfield. The BRT line, named

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4402-561: The level of remuneration of a NED: It is vitally important that all non-executive directors are aware of their duties and liabilities as well as developing the softer skills associated with the role such as board behaviour and effective challenge. There are a number of organisations who provide this type of training such as NEDonBoard, the Institute of Directors and Financial Times. A non-executive director can be appointed in different organisations: Duties depend on whether they represent

4473-432: 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 who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president ,

4544-463: The nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically, the board chooses one of its members to be the chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations,

4615-430: The officers become members of the board in addition to the directors and retain those duties on the board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term

4686-457: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of

4757-433: The respect level rises. Then that person becomes an approachable person … it is actually cumulative in terms of the benefits that can come from that … it can go completely the other way because it is just, 'well, they don't know anything about the business, they had to ask the obligatory three questions' and then the respect gets lost between the parties and you do not have a relationship that is built. It gets back down to what

4828-528: The secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in the US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow

4899-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies

4970-561: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine

5041-518: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which

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