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109-449: A 12-member policy-making Board governs NOVA Parks. The city council or county board of each member jurisdiction appoints two representatives to the Board. Three counties ( Arlington , Fairfax , and Loudoun ) and three cities ( Alexandria , Falls Church and Fairfax ) currently have representation on the Board. NOVA Parks was founded in 1959, when Arlington and Fairfax Counties and

218-441: 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,

327-473: 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 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,

436-465: A watermill . A water wheel consists of a wheel (usually constructed from wood or metal), with a number of blades or buckets arranged on the outside rim forming the driving car. Water wheels were still in commercial use well into the 20th century, but they are no longer in common use today. Uses included milling flour in gristmills , grinding wood into pulp for papermaking , hammering wrought iron , machining, ore crushing and pounding fibre for use in

545-442: 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

654-527: 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 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

763-405: 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 the officers become members of the board in addition to the directors and retain those duties on

872-515: 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

981-446: A different layout and is Audubon International certified. The regional parks and other features administered by NOVA Parks include: Board of Directors A board of directors 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

1090-447: 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 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

1199-536: 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

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1308-653: A kiln used by female prisoners from the Lorton Reformatory during the Women's suffrage Movement, as well Temple Hall Farm and White’s Ford Regional Park, located on the farm formerly owned by Elijah V. White . During 2018, NOVA Parks also added property near Middleburg, VA, henceforth known as the Battle of Upperville | Goose Creek Regional Park. The roughly 20-acre space features hiking trails and interpretive information, as well as Goose Creek Stone Bridge that

1417-399: A large head compared to other types of wheel which usually means significant investment in constructing the headrace. Sometimes the final approach of the water to the wheel is along a flume or penstock , which can be lengthy. A backshot wheel (also called pitchback ) is a variety of overshot wheel where the water is introduced just before the summit of the wheel. In many situations, it has

1526-507: A park in Leesburg, VA that was the site of a Civil War conflict in 1861; Mt. Zion Church and the adjacent Gilbert's Corner Regional Park, in Aldie, VA which were used as a Civil War military rendezvous site, prison, barracks, battleground and hospital; and Aldie Mill Historic Park , a restored mill, with a four-story brick structure with tandem metal Water wheels . Other venues include

1635-544: A poem by Antipater of Thessalonica , which praises it as a labour-saving device (IX, 418.4–6). The motif is also taken up by Lucretius (ca. 99–55 BC) who likens the rotation of the waterwheel to the motion of the stars on the firmament (V 516). The third horizontal-axled type, the breastshot waterwheel, comes into archaeological evidence by the late 2nd century AD context in central Gaul . Most excavated Roman watermills were equipped with one of these wheels which, although more complex to construct, were much more efficient than

1744-518: 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

1853-416: 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

1962-439: 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 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

2071-438: 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,

2180-449: A reversible water wheel was by Georgius Agricola and dates to 1556. As in all machinery, rotary motion is more efficient in water-raising devices than oscillating motion. In terms of power source, waterwheels can be turned by either human respectively animal force or by the water current itself. Waterwheels come in two basic designs, either equipped with a vertical or a horizontal axle. The latter type can be subdivided, depending on where

2289-415: 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

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2398-414: A vertical axle. Commonly called a tub wheel , Norse mill or Greek mill , the horizontal wheel is a primitive and inefficient form of the modern turbine. However, if it delivers the required power then the efficiency is of secondary importance. It is usually mounted inside a mill building below the working floor. A jet of water is directed on to the paddles of the water wheel, causing them to turn. This

2507-484: A water wheel. The mechanical engineer Ma Jun (c. 200–265) from Cao Wei once used a water wheel to power and operate a large mechanical puppet theater for the Emperor Ming of Wei ( r. 226–239). The technological breakthrough occurred in the technologically developed Hellenistic period between the 3rd and 1st century BC. A poem by Antipater of Thessalonica praised the water wheel for freeing women from

2616-414: 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

2725-544: Is a destination in the early spring for visitors to view their blooming. The pair later donated their farm home in Vienna, VA , which would eventually become Meadowlark Botanical Gardens . Within its first decade of existence, NOVA Parks conserved over 3,000 acres (1,200 ha). In the ten years that followed, that number was increased to approximately 8,000 acres (3,200 ha). NOVA Parks then added sites in Clifton, VA ,

2834-407: Is a simple system usually without gearing so that the vertical axle of the water wheel becomes the drive spindle of the mill. A stream wheel is a vertically mounted water wheel that is rotated by the water in a water course striking paddles or blades at the bottom of the wheel. This type of water wheel is the oldest type of horizontal axis wheel. They are also known as free surface wheels because

2943-406: 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

3052-408: 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

3161-597: Is assumed that the scientists of the Museum of Alexandria , at the time the most active Greek research center, may have been involved in its invention. An episode from the Alexandrian War in 48 BC tells of how Caesar's enemies employed geared waterwheels to pour sea water from elevated places on the position of the trapped Romans. Around 300 AD, the noria was finally introduced when the wooden compartments were replaced with inexpensive ceramic pots that were tied to

3270-413: 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

3379-507: Is needed. Larger heads store more gravitational potential energy for the same amount of water so the reservoirs for overshot and backshot wheels tend to be smaller than for breast shot wheels. Overshot and pitchback water wheels are suitable where there is a small stream with a height difference of more than 2 metres (6.5 ft), often in association with a small reservoir. Breastshot and undershot wheels can be used on rivers or high volume flows with large reservoirs. A horizontal wheel with

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3488-401: 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 a certain cause, a board of directors may have the responsibility of running the organization in between meetings of

3597-408: 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

3706-459: 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

3815-408: Is the overhead timber structure and a branch to the left supplies water to the wheel. The water exits from under the wheel back into the stream. A special type of overshot/backshot wheel is the reversible water wheel. This has two sets of blades or buckets running in opposite directions so that it can turn in either direction depending on which side the water is directed. Reversible wheels were used in

3924-495: Is used for wheels where the water entry is significantly above the bottom and significantly below the top, typically the middle half. They are characterized by: Both kinetic (movement) and potential (height and weight) energy are utilised. The small clearance between the wheel and the masonry requires that a breastshot wheel has a good trash rack ('screen' in British English) to prevent debris from jamming between

4033-446: 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, 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

4142-400: 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

4251-481: The Ancient Near East before Alexander's conquest can be deduced from its pronounced absence from the otherwise rich oriental iconography on irrigation practices. Unlike other water-lifting devices and pumps of the period though, the invention of the compartmented wheel cannot be traced to any particular Hellenistic engineer and may have been made in the late 4th century BC in a rural context away from

4360-553: The City of Fairfax, VA , Fairfax County, Arlington and Alexandria, VA in the 1960s. The agency welcomed Loudoun County, VA in the 1970s. The latter arrangement would lead to the addition of several key sites, including what would become Algonkian Regional Park on the Potomac River , as well as Red Rock Overlook , Temple Hall Farm and Ball's Bluff Battlefield and National Cemetery . NOVA Parks continued their growth through

4469-640: The Hellenistic Greek world , Rome , China and India . Waterwheels saw continued use in the post-classical age , like in medieval Europe and the Islamic Golden Age , but also elsewhere. In the mid- to late 18th century John Smeaton 's scientific investigation of the water wheel led to significant increases in efficiency, supplying much-needed power for the Industrial Revolution . Water wheels began being displaced by

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4578-544: The copper mines at Rio Tinto in Spain , one system involving 16 such wheels stacked above one another so as to lift water about 80 feet from the mine sump. Part of such a wheel was found at Dolaucothi , a Roman gold mine in south Wales in the 1930s when the mine was briefly re-opened. It was found about 160 feet below the surface, so must have been part of a similar sequence as that discovered at Rio Tinto. It has recently been carbon dated to about 90 AD, and since

4687-416: The executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with 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

4796-414: The mining industry in order to power various means of ore conveyance. By changing the direction of the wheel, barrels or baskets of ore could be lifted up or lowered down a shaft or inclined plane. There was usually a cable drum or a chain basket on the axle of the wheel. It is essential that the wheel have braking equipment to be able to stop the wheel (known as a braking wheel). The oldest known drawing of

4905-413: 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 . Water wheel A water wheel is a machine for converting the energy of flowing or falling water into useful forms of power, often in

5014-453: The 1990s, adding Brambleton Golf Course in Ashburn, VA , and then later, in 2006, adding Aldie Mill Historic Park . The agency recently added a new facility at Occoquan Regional Park , named after former board member and Fairfax County leader Jean Packard . In 2022, NOVA Parks acquired Winkler Botanical Preserve as part of an arrangement between NOVA Parks, the city of Alexandria, and

5123-511: 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

5232-613: 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

5341-404: 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 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

5450-574: The City of Falls Church decided to create an agency to protect the drinking water sources of the area, as well to provide passive recreation. NOVA Parks purchased its first parkland shortly thereafter in Centreville, VA from Gardiner Means and his wife Caroline F. Ware , in what would become Bull Run Regional Park . The park is well-known for the Virginia bluebells that grow along Bull Run and

5559-547: 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

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5668-529: 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 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

5777-517: The Winkler Organization, which had been the owner. NOVA Parks manages a number of parks that have historical significance, including an 18th-century mansion, a Civil War battlefield, a 19th-century grist mill, a 200-year-old working farm, a Civil War era church, and many more. Major venues include Carlyle House , the former Alexandria, Virginia home of British merchant John Carlyle ; Ball's Bluff Battlefield and National Cemetery ,

5886-469: The advantage that the bottom of the wheel is moving in the same direction as the water in the tailrace which makes it more efficient. It also performs better than an overshot wheel in flood conditions when the water level may submerge the bottom of the wheel. It will continue to rotate until the water in the wheel pit rises quite high on the wheel. This makes the technique particularly suitable for streams that experience significant variations in flow and reduces

5995-410: 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 the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and

6104-470: 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 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

6213-492: 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

6322-454: 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

6431-405: 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 is complete. Details on how they can be removed are usually provided in

6540-456: 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. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where

6649-442: The bottom of a water-filled, circular shaft. The water from the mill-race which entered tangentially the pit created a swirling water column that made the fully submerged wheel act like true water turbines , the earliest known to date. Apart from its use in milling and water-raising, ancient engineers applied the paddled waterwheel for automatons and in navigation. Vitruvius (X 9.5–7) describes multi-geared paddle wheels working as

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6758-459: 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

6867-400: The combination of the separate Greek inventions of the toothed gear and the waterwheel into one effective mechanical system for harnessing water power. Vitruvius' waterwheel is described as being immersed with its lower end in the watercourse so that its paddles could be driven by the velocity of the running water (X, 5.2). About the same time, the overshot wheel appears for the first time in

6976-411: The descendants of the water wheel, as they too take advantage of the movement of water downhill. Water wheels come in two basic designs: The latter can be subdivided according to where the water hits the wheel into backshot (pitch-back ), overshot, breastshot, undershot, and stream-wheels. The term undershot can refer to any wheel where the water passes under the wheel but it usually implies that

7085-436: 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

7194-487: 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

7303-478: 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

7412-443: The energy in the flow of water striking the wheel as measured by English civil engineer John Smeaton in the 18th century. More modern wheels have higher efficiencies. Stream wheels gain little or no advantage from the head, a difference in water level. Stream wheels mounted on floating platforms are often referred to as hip wheels and the mill as a ship mill . They were sometimes mounted immediately downstream from bridges where

7521-416: The exhausting labor of milling and grinding. The compartmented water wheel comes in two basic forms, the wheel with compartmented body ( Latin tympanum ) and the wheel with compartmented rim or a rim with separate, attached containers. The wheels could be either turned by men treading on its outside or by animals by means of a sakia gear. While the tympanum had a large discharge capacity, it could lift

7630-431: The flow restriction of the bridge piers increased the speed of the current. Historically they were very inefficient but major advances were made in the eighteenth century. An undershot wheel is a vertically mounted water wheel with a horizontal axle that is rotated by the water from a low weir striking the wheel in the bottom quarter. Most of the energy gain is from the movement of the water and comparatively little from

7739-412: 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

7848-483: 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

7957-426: 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

8066-420: The head. They are similar in operation and design to stream wheels. The term undershot is sometimes used with related but different meanings: This is the oldest type of vertical water wheel. The word breastshot is used in a variety of ways. Some authors restrict the term to wheels where the water enters at about the 10 o’clock position, others 9 o’clock, and others for a range of heights. In this article it

8175-546: 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, 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

8284-422: The industrial revolution. A vertically mounted water wheel that is rotated by water entering buckets just past the top of the wheel is said to be overshot. The term is sometimes, erroneously, applied to backshot wheels, where the water goes down behind the wheel. A typical overshot wheel has the water channeled to the wheel at the top and slightly beyond the axle. The water collects in the buckets on that side of

8393-400: 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, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In

8502-623: The kinetic energy of the water entering the wheel. They are suited to larger heads than the other type of wheel so they are ideally suited to hilly countries. However even the largest water wheel, the Laxey Wheel in the Isle of Man , only utilises a head of around 30 m (100 ft). The world's largest head turbines, Bieudron Hydroelectric Power Station in Switzerland , utilise about 1,869 m (6,132 ft). Overshot wheels require

8611-613: The late Warring States period (476-221 BC). It says that the waterwheel was invented by Zigong, a disciple of Confucius in the 5th century BC. By at least the 1st century AD, the Chinese of the Eastern Han Dynasty were using water wheels to crush grain in mills and to power the piston- bellows in forging iron ore into cast iron . In the text known as the Xin Lun written by Huan Tan about 20 AD (during

8720-516: The manufacture of cloth . Some water wheels are fed by water from a mill pond, which is formed when a flowing stream is dammed . A channel for the water flowing to or from a water wheel is called a mill race . The race bringing water from the mill pond to the water wheel is a headrace ; the one carrying water after it has left the wheel is commonly referred to as a tailrace . Waterwheels were used for various purposes from things such as agriculture to metallurgy in ancient civilizations spanning

8829-418: 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, the general membership retains full power and the board can only make recommendations. The setup of

8938-475: The metropolis of Alexandria. The earliest depiction of a compartmented wheel is from a tomb painting in Ptolemaic Egypt which dates to the 2nd century BC. It shows a pair of yoked oxen driving the wheel via a sakia gear, which is here for the first time attested, too. The Greek sakia gear system is already shown fully developed to the point that "modern Egyptian devices are virtually identical". It

9047-429: 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 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

9156-493: The outside of an open-framed wheel. The Romans used waterwheels extensively in mining projects, with enormous Roman-era waterwheels found in places like modern-day Spain . They were reverse overshot water-wheels designed for dewatering deep underground mines. Several such devices are described by Vitruvius , including the reverse overshot water-wheel and the Archimedean screw . Many were found during modern mining at

9265-475: The palace of the Pontian king Mithradates VI Eupator , but its exact construction cannot be gleaned from the text (XII, 3, 30 C 556). The first clear description of a geared watermill offers the late 1st century BC Roman architect Vitruvius who tells of the sakia gearing system as being applied to a watermill. Vitruvius's account is particularly valuable in that it shows how the watermill came about, namely by

9374-418: The pestle and mortar, which is so useful, and later on it was cleverly improved in such a way that the whole weight of the body could be used for treading on the tilt-hammer ( tui ), thus increasing the efficiency ten times. Afterwards the power of animals—donkeys, mules, oxen, and horses—was applied by means of machinery, and water-power too used for pounding, so that the benefit was increased a hundredfold. In

9483-457: 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

9592-454: 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 , 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

9701-497: The rushing of the water ( chi shui ) to operate it ... Thus the people got great benefit for little labor. They found the 'water(-powered) bellows' convenient and adopted it widely. Water wheels in China found practical uses such as this, as well as extraordinary use. The Chinese inventor Zhang Heng (78–139) was the first in history to apply motive power in rotating the astronomical instrument of an armillary sphere , by use of

9810-468: 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

9919-478: The size, complexity, and hence cost of the tailrace. The direction of rotation of a backshot wheel is the same as that of a breastshot wheel but in other respects, it is very similar to the overshot wheel. See below. Some wheels are overshot at the top and backshot at the bottom thereby potentially combining the best features of both types. The photograph shows an example at Finch Foundry in Devon, UK. The head race

10028-419: The smaller, less expensive and more efficient turbine , developed by Benoît Fourneyron , beginning with his first model in 1827. Turbines are capable of handling high heads , or elevations , that exceed the capability of practical-sized waterwheels. The main difficulty of water wheels is their dependence on flowing water, which limits where they can be located. Modern hydroelectric dams can be viewed as

10137-457: The use of such wheels for submerging siege mines as a defensive measure against enemy sapping. Compartmented wheels appear to have been the means of choice for draining dry docks in Alexandria under the reign of Ptolemy IV (221−205 BC). Several Greek papyri of the 3rd to 2nd century BC mention the use of these wheels, but do not give further details. The non-existence of the device in

10246-444: The usurpation of Wang Mang ), it states that the legendary mythological king known as Fu Xi was the one responsible for the pestle and mortar, which evolved into the tilt-hammer and then trip hammer device (see trip hammer ). Although the author speaks of the mythological Fu Xi, a passage of his writing gives hint that the water wheel was in widespread use by the 1st century AD in China ( Wade-Giles spelling): Fu Hsi invented

10355-448: The vertical-axle waterwheel. In the 2nd century AD Barbegal watermill complex a series of sixteen overshot wheels was fed by an artificial aqueduct, a proto-industrial grain factory which has been referred to as "the greatest known concentration of mechanical power in the ancient world". In Roman North Africa , several installations from around 300 AD were found where vertical-axle waterwheels fitted with angled blades were installed at

10464-400: The water entry is low on the wheel. Overshot and backshot water wheels are typically used where the available height difference is more than a couple of meters. Breastshot wheels are more suited to large flows with a moderate head . Undershot and stream wheel use large flows at little or no head. There is often an associated millpond , a reservoir for storing water and hence energy until it

10573-416: The water hits the wheel paddles, into overshot, breastshot and undershot wheels. The two main functions of waterwheels were historically water-lifting for irrigation purposes and milling, particularly of grain. In case of horizontal-axle mills, a system of gears is required for power transmission, which vertical-axle mills do not need. The earliest waterwheel working like a lever was described by Zhuangzi in

10682-434: The water is not constrained by millraces or wheel pits. Stream wheels are cheaper and simpler to build and have less of an environmental impact than other types of wheels. They do not constitute a major change of the river. Their disadvantages are their low efficiency, which means that they generate less power and can only be used where the flow rate is sufficient. A typical flat board undershot wheel uses about 20 percent of

10791-560: The water only to less than the height of its own radius and required a large torque for rotating. These constructional deficiencies were overcome by the wheel with a compartmented rim which was a less heavy design with a higher lift. The earliest literary reference to a water-driven, compartmented wheel appears in the technical treatise Pneumatica (chap. 61) of the Greek engineer Philo of Byzantium ( c.  280  – c.  220 BC ). In his Parasceuastica (91.43−44), Philo advises

10900-561: The wheel and the apron and potentially causing serious damage. Breastshot wheels are less efficient than overshot and backshot wheels but they can handle high flow rates and consequently high power. They are preferred for steady, high-volume flows such as are found on the Fall Line of the North American East Coast. Breastshot wheels are the most common type in the United States of America and are said to have powered

11009-406: The wheel, making it heavier than the other "empty" side. The weight turns the wheel, and the water flows out into the tail-water when the wheel rotates enough to invert the buckets. The overshot design is very efficient, it can achieve 90%, and does not require rapid flow. Nearly all of the energy is gained from the weight of water lowered to the tailrace although a small contribution may be made by

11118-449: The wood from which it was made is much older than the deep mine, it is likely that the deep workings were in operation perhaps 30–50 years after. It is clear from these examples of drainage wheels found in sealed underground galleries in widely separated locations that building water wheels was well within their capabilities, and such verticals water wheels commonly used for industrial purposes. Taking indirect evidence into account from

11227-510: The work of the Greek technician Apollonius of Perge , the British historian of technology M.J.T. Lewis dates the appearance of the vertical-axle watermill to the early 3rd century BC, and the horizontal-axle watermill to around 240 BC, with Byzantium and Alexandria as the assigned places of invention. A watermill is reported by the Greek geographer Strabon ( c.  64 BC  – c.  AD 24 ) to have existed sometime before 71 BC in

11336-465: 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 is becoming available for boards of private and closely held businesses including family businesses. A board-only organization

11445-589: The year 31 AD, the engineer and Prefect of Nanyang , Du Shi (d. 38), applied a complex use of the water wheel and machinery to power the bellows of the blast furnace to create cast iron . Du Shi is mentioned briefly in the Book of Later Han ( Hou Han Shu ) as follows (in Wade-Giles spelling): In the seventh year of the Chien-Wu reign period (31 AD) Tu Shih was posted to be Prefect of Nanyang. He

11554-425: Was a generous man and his policies were peaceful; he destroyed evil-doers and established the dignity (of his office). Good at planning, he loved the common people and wished to save their labor. He invented a water-power reciprocator ( shui phai ) for the casting of (iron) agricultural implements. Those who smelted and cast already had the push-bellows to blow up their charcoal fires, and now they were instructed to use

11663-637: Was constructed prior to the Civil War. NOVA Parks operates a total of five waterparks with differing sizes and features. These include Atlantis Waterpark at Bull Run Regional Park (Centreville), Great Waves Waterpark at Cameron Run Regional Park (Alexandria), Pirate’s Cove Waterpark at Pohick Bay Regional Park ( Lorton, VA ), Ocean Dunes Waterpark at Upton Hill Regional Park (Arlington) and Volcano Island Waterpark at Algonkian Regional Park ( Sterling, VA ). NOVA Parks owns three 18-hole golf courses, including Algonkian, Brambleton and Pohick Bay. Each has

11772-561: 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

11881-518: 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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