Ten Basic Responsibilities of Nonprofit Boards
Ten Basic Responsibilities of Nonprofit Boards

Author: Richard T. Ingram

Publisher: BoardSource, Inc.

Published: 2009

Total Pages: 92

ISBN-13: 1586861069

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Designed to help nonprofit board members and senior staff, "The six books address all of the fundamental elements of service common to most boards, including board member responsibilities, how to structure the board in the most efficient manner, and how to accomplish governance work in the spirit of the mission of the organization."--Pg. 2 of Book 1

Corporate Director's Guidebook
Corporate Director's Guidebook

Author: American Bar Association. Committee on Corporate Laws

Publisher: American Bar Association

Published: 2007

Total Pages: 140

ISBN-13: 9781590318508

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The Corporate Director's Guidebook is recognized as the premier authority on the director's role and the board's functions. It is read, consulted and cited by board members, executives, lawyers and academics nationwide. Now available as a new Fifth Edition, the Guidebook completely updates its fourth edition published in 2004. This new Fifth Edition addresses recent effects the Sarbanes-Oxley Act has had in the corporate governance arena and its impact on the legal responsibilities of directors of public companies.

The Director's Book: Role of Directors for National Banks and Federal Savings Associations
The Director's Book: Role of Directors for National Banks and Federal Savings Associations

Author: Office of Office of the Comptroller of the Currency

Publisher:

Published: 2019-07-27

Total Pages: 105

ISBN-13: 9781083159205

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The Office of the Comptroller of the Currency (OCC) charters, regulates, and supervises all national banks and federal savings associations (collectively, banks), as well as federal branches and agencies of foreign banks. In regulating banks, the OCC has the power to:* examine the banks.* approve or deny applications for new charters, branches, capital, or otherchanges in corporate or banking structure.* take supervisory actions against banks that do not comply with lawsand regulations or that otherwise engage in unsafe or unsound practices.The OCC also can remove officers and directors, negotiate agreementsto change banking practices, and issue cease-and-desist (C&D) orders aswell as civil money penalties (CMP).* issue rules and regulations, legal interpretations, and corporate decisionsgoverning investments, lending, and other activities.Boards of directors play critical roles in the successful operation of banks. The OCC recognizes the challenges facing bank directors. The Director's Book: Role of Directors for National Banks and Federal Savings Associations helps directors fulfill their responsibilities in a prudent manner. This book provides an overview of the OCC, outlines directors' responsibilities as well as management's role, explains basic concepts and standards for safe and sound operation of banks, and delineates laws and regulations that apply to banks. To better understand a particular bank activity and its associated risks, directors should refer to the Comptroller's Handbook booklets, including the "Corporate and Risk Governance" booklet. For information generally found in board reports, including "red flags"--ratios or trends that may signal existing or potential problems--directors should refer to Detecting Red Flags in Board Reports: A Guide for Directors..

Directors & Officers (D & O) Liability
Directors & Officers (D & O) Liability

Author: Simon Deakin

Publisher: Walter de Gruyter GmbH & Co KG

Published: 2018-02-19

Total Pages: 1020

ISBN-13: 3110491494

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In recent years several cases concerning the liability of directors and officers have courted controversy. Arguments raised in such discussions oscillate between two extremes: on the one hand, the need for governing bodies to give a space to entrepreneurial discretion and on the other hand to ensure the protection of investors in and creditors of a company from the consequences of disadvantageous decisions by those bodies. In light of the geographical dispersal of the above stakeholders, the study offers a comparative insight into the liability of directors and officers in 10 key European jurisdictions (in particular, Austria, Czech Republic, Germany, Italy, the Netherlands, Norway, Poland, Spain and Switzerland) and 4 non-European jurisdictions (namely Brazil, Israel, Turkey and the United States). Amongst other things it investigates existing company law principles on the topic and examines their interaction with tort law and other fields with a view to suggesting principles for better stakeholder protection. National reports are complemented by an economic analysis and insurance, conflict of laws and comparative reports. The study also benefits from case study analyses.

Roles of the Organs and Officers of an Incorporated Company
Roles of the Organs and Officers of an Incorporated Company

Author: Okechukwu Dominic Nwankwo

Publisher: GRIN Verlag

Published: 2016-10-11

Total Pages: 84

ISBN-13: 3668318093

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Project Report from the year 2016 in the subject Business economics - Business Management, Corporate Governance, , course: LAW, language: English, abstract: This is a research work on the “roles of the organs and officers of an incorporated company”. In it, the organs are identified as the General Meeting (shareholders), and the Board of Directors, while the officers are identified as the directors, secretary, auditor, legal adviser. The company’s organs take the key critical resolutions cum decisions that sway the company for better or worse. And these resolutions cum decision are implemented through corporate management or governance by the officers of the company. As legal personality, the company has a separate existence from the founders. Yet it is operated by human beings. The company functions through its Memorandum and Articles of Association, which can be altered through resolution passed by the majority of the company members at the General Meeting. Similarly, the company’s performance is also regulated by other statutory law, for example the Companies and Allied Matters Act, otherwise known as CAMA. Most of the company’s officers are appointed by the Board of Directors. However, this is subject to confirmation at the General Meeting. Consequently, as a going concern/business, the company is prosperous when there is a healthy relationship between the organs, and officers, and particularly between the General Meeting (Shareholders), and the Board of Directors. Though the General Meeting works by the resolutions passed by the majority members, yet there are exceptions to this when the court enforces an individual member(s) action against the majority’s decisions. This is an exception to the rule in Foss V Harbottle. The aim is to check fraud and ultra vires activities in the company. To be valid, an officer’s acts shall be done in good faith, diligently, and with care; and the company shall hold the officer liable for such acts. Essentially, the common law held the view that company’s officers owed their services to the company only, and not individual shareholders. However, this position has been rejected by the modern company practice and knowledge. Hence, the roles of the contemporary company officers have been enlarged to embrace serving the company which employees them, the individuals shareholders under relevant circumstances, as well as the generality of the public that benefits or is affected by the activities of the company. Fundamentally, company practices in Nigeria are bedeviled by the apathy of the stakeholders in corporate governances, except when there is a selfis