Corporate Power?

Question

Hi! Can you tell me if this order of power is correct for corporations: board director, board members, ceo, (coo?), president, vice president. Can the CEO override every decision made by everybody else (except the board director and board). Is there a way to make it impossible for the board director to be kicked off the board? Can the board director overrule everything?

Hope it's not too much for you!!

Answer 1

All of the answers here are meaningless.

The real answer to your question lies in the bylaws of the corporation--which hopefully exist.

It will delineate the powers and authorities of the board, officers and directors.

Breaches of authority or actions not in conformance with the bylaws are called "ultra vires" acts and can generally be challenged by shareholders or the officers or directors.

Good luck!

Answer 2

It really depends on how the corporate structure is set up and it depends on the type of business it is, i.e., profit or non-profit. I work for a non-profit organization and we just went under new structuring. This is the order of hiearchy, starting from the top:
Chairman of the Board
Vice-Chairman of the Board
16 Board Members
(The board has committees and the board members serve as the chairman of particular committees, depending on their expertise, i.e., Finance Committee - would be a banker who is on the board; Ethics Committee - would be a minster, etc.)
The CEO or President reports to the entire Board on a monthly basis. The board chairman is actually the CEO's boss!
The COO (Chief Operating Officer or Vice President of Finance) reports to the President
Their are 3 other Vice Presidents ~ one is in charge of Ancillary Services which is any are that involves patient care but is not a nursing unit ~
~one is in charge of all Nursing units
~one is in charge of the physical operation of the hospital, i.e., dietary, maintenance, human resources, etc.

The CEO CAN overide every decision made (except for the board)

Our Board members have terms of office ~ some are 2 year terms and some are 3 year terms. This is so we do not have an entirely new board at any one time. The Chairman serves for 3 years and is selected by the other board members. In our bylaws, there are specific people in the community that are automatically appointed to the board, such as the mayor of the city, our chief of staff (a physician), a labor representative, a minority representative, etc.

It takes a 2/3 majority vote by the board to have any motion pass.

I hope this answers some of your questions. Roberts Rules of Order is a great resource for questions of this nature.

Answer 3

CEO is the king of kings. the COO reports to the CEO. the President can also be the COO (one job), and the VP reports to him.

The Chairman of the Board, normally the CEO, can override any decision, but the Directors have to get the most votes. All the CEO can do is to recommend a decision.