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The chairperson, also chairman, chairwoman or chair, is the presiding officer of an organized group such as a
board Board or Boards may refer to: Flat surface * Lumber, or other rigid material, milled or sawn flat ** Plank (wood) ** Cutting board ** Sounding board, of a musical instrument * Cardboard (paper product) * Paperboard * Fiberboard ** Hardboa ...
,
committee A committee or commission is a body of one or more persons subordinate to a deliberative assembly. A committee is not itself considered to be a form of assembly. Usually, the assembly sends matters into a committee as a way to explore them more ...
, or
deliberative assembly A deliberative assembly is a meeting of members who use parliamentary procedure. Etymology In a speech to the electorate at Bristol in 1774, Edmund Burke described the British Parliament as a "deliberative assembly," and the expression became ...
. The person holding the office, who is typically elected or appointed by members of the group, presides over meetings of the group, and conducts the group's business in an orderly fashion. In some organizations, the chairperson is also known as ''
president President most commonly refers to: *President (corporate title) * President (education), a leader of a college or university *President (government title) President may also refer to: Automobiles * Nissan President, a 1966–2010 Japanese f ...
'' (or other title). In others, where a board appoints a president (or other title), the two terms are used for distinct positions. Also, the chairman term may be used in a neutral manner not directly implying the gender of the holder.


Terminology

Terms for the office and its holder include ''chair'', ''chairperson'', ''chairman'', ''chairwoman'', ''convenor'', ''facilitator'', ''
moderator Moderator may refer to: Government *Moderator (town official), elected official who presides over the Town Meeting form of government Internet *Internet forum#Moderators, Internet forum moderator, a person given special authority to enforce the ...
'', ''president'', and ''presiding officer''. The chairperson of a parliamentary chamber is often called the '' speaker''. ''Chair'' has been used to refer to a
seat A seat is a place to sit. The term may encompass additional features, such as back, armrest, head restraint but also headquarters in a wider sense. Types of seat The following are examples of different kinds of seat: * Armchair (furniture), ...
or office of authority since the middle of the 17th century; its earliest citation in the ''
Oxford English Dictionary The ''Oxford English Dictionary'' (''OED'') is the first and foundational historical dictionary of the English language, published by Oxford University Press (OUP). It traces the historical development of the English language, providing a com ...
'' dates to 1658–1659, four years after the first citation for ''chairman''. ''Chairman'' has been criticized as sexist.* * * * * * * * * * * * In World Schools Style debating, as of 2009, ''chair'' or ''chairperson'' refers to the person who controls the debate; it recommends using ''Madame Chair'' or ''Mr. Chairman'' to address the chair. The '' FranklinCovey Style Guide for Business and Technical Communication'' and the
American Psychological Association The American Psychological Association (APA) is the largest scientific and professional organization of psychologists in the United States, with over 133,000 members, including scientists, educators, clinicians, consultants, and students. It has ...
style guide advocate using ''chair'' or ''chairperson''. ''The Oxford Dictionary of American Usage and Style'' (2000) suggested that the gender-neutral forms were gaining ground; it advocated ''chair'' for both men and women. The ''
Telegraph Telegraphy is the long-distance transmission of messages where the sender uses symbolic codes, known to the recipient, rather than a physical exchange of an object bearing the message. Thus flag semaphore is a method of telegraphy, whereas ...
'' style guide bans the use of ''chair'' and ''chairperson''; the newspaper's position, as of 2018, is that "chairman is correct English". The
National Association of Parliamentarians The National Association of Parliamentarians (NAP) says that it provides services and products to help its members and others to learn how to proceed with and manage meetings of assemblies such as school boards, homeowners associations, church b ...
adopted a resolution in 1975 discouraging the use of ''chairperson'' and rescinded it in 2017.


Usage

The word ''chair'' can refer to the place from which the holder of the office presides, whether on a chair, at a lectern, or elsewhere. During meetings, the person presiding is said to be "in the chair" and is also referred to as "the chair".
Parliamentary procedure Parliamentary procedure is the accepted Procedural law, rules, ethics, and Norm (sociology), customs governing meetings of an deliberative assembly, assembly or organization. Its object is to allow orderly deliberation upon questions of interest ...
requires that members address the "chair" as "Mr. (or Madam) Chairman (or Chair or Chairperson)" rather than using a name – one of many customs intended to maintain the presiding officer's impartiality and to ensure an objective and impersonal approach. In the British music hall tradition, the chairman was the master of ceremonies who announced the performances and was responsible for controlling any rowdy elements in the audience. The role was popularised on British TV in the 1960s and 1970s by Leonard Sachs, the chairman on the variety show '' The Good Old Days''. "Chairman" as a quasi-title gained particular resonance when socialist states from 1917 onward shunned more traditional
leadership Leadership, both as a research area and as a practical skill, encompasses the ability of an individual, group or organization to "lead", influence or guide other individuals, teams, or entire organizations. The word "leadership" often gets v ...
labels and stressed the collective control of ''Soviets'' (councils or committees) by beginning to refer to executive figureheads as "Chairman of the X Committee".
Vladimir Lenin Vladimir Ilyich Ulyanov. ( 1870 – 21 January 1924), better known as Vladimir Lenin,. was a Russian revolutionary, politician, and political theorist. He served as the first and founding head of government of Soviet Russia from 1917 to 1 ...
, for example, officially functioned as the head of Soviet Russian government not as prime minister or as president but as "Chairman of the
Council of People's Commissars The Councils of People's Commissars (SNK; russian: Совет народных комиссаров (СНК), ''Sovet narodnykh kommissarov''), commonly known as the ''Sovnarkom'' (Совнарком), were the highest executive authorities of ...
of the Russian SFSR". At the same time, the "Chairman of the All-Russian Central Executive Committee" was the head of the state, an office held by Kalinin between 1919 and 1938, when it was replaced by the "Chairman of the Presidium of the
Supreme Soviet of the Russian SFSR The Supreme Soviet of the Russian SFSR (russian: Верховный Совет РСФСР, ''Verkhovny Sovet RSFSR''), later Supreme Soviet of the Russian Federation (russian: Верховный Совет Российской Федерации, ...
". Later,
Mao Zedong Mao Zedong pronounced ; also Romanization of Chinese, romanised traditionally as Mao Tse-tung. (26 December 1893 – 9 September 1976), also known as Chairman Mao, was a Chinese communist revolutionary who was the List of national founde ...
was commonly called "Chairman Mao", as he was officially Chairman of the Chinese Communist Party and
Chairman of the Central Military Commission Chairman of the Central Military Commission may refer to: *Chairman of the Central Military Commission (China) *Chairman of the Central Military Commission of the Workers' Party of Korea See also *Secretary of the Central Military Commission of the ...
.


Roles and responsibilities


Duties at meetings

In addition to the administrative or executive duties in organizations, the chairperson presides over meetings. Such duties at meetings include: * Calling the meeting to order * Determining if a
quorum A quorum is the minimum number of members of a deliberative assembly (a body that uses parliamentary procedure, such as a legislature) necessary to conduct the business of that group. According to '' Robert's Rules of Order Newly Revised'', the ...
is present * Announcing the items on the order of business or agenda as they come up * Recognition of members to have the floor * Enforcing the rules of the group * Putting questions ( motions) to a vote, which is the usual way of resolving disagreements following discussion of the issues * Adjourning the meeting While presiding, the chairperson should remain impartial and not interrupt a speaker if the speaker has the floor and is following the rules of the group. In committees or small boards, the chairperson votes along with the other members; in assemblies or larger boards, the chairperson should vote only when it can affect the result. At a meeting, the chairperson only has one vote (i.e. the chairperson cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chairperson such authority).


Powers and authority

The powers of the chairperson vary widely across organizations. In some organizations they have the authority to hire staff and make financial decisions. In others they only make recommendations to a board of directors, and or may have no executive powers, in which case they are mainly a
spokesperson A spokesperson, spokesman, or spokeswoman, is someone engaged or elected to speak on behalf of others. Duties and function In the present media-sensitive world, many organizations are increasingly likely to employ professionals who have receiv ...
for the organization. The power given depends upon the type of organization, its structure, and the rules it has created for itself.


Disciplinary procedures

If the chairperson exceeds their authority, engages in misconduct, or fails to perform their duties, they may face disciplinary procedures. Such procedures may include
censure A censure is an expression of strong disapproval or harsh criticism. In parliamentary procedure, it is a Debate (parliamentary procedure), debatable main motion that could be adopted by a majority vote. Among the forms that it can take are a ster ...
, suspension, or removal from office. The rules of the organization would provide details on who can perform these disciplinary procedures. Usually, whoever appointed or elected the chairperson has the power to discipline them.


Public corporations

There are three common types of chairperson in public corporations.


Chairperson and CEO

The
chief executive officer A chief executive officer (CEO), also known as a central executive officer (CEO), chief administrator officer (CAO) or just chief executive (CE), is one of a number of corporate executives charged with the management of an organization especial ...
(CEO) may also hold the title of chairperson, in which case the board frequently names an independent member of the board as a lead director. This position is equivalent to the position of président-directeur général in France.


Executive chairperson

Executive chairperson is an office separate from that of CEO, where the titleholder wields influence over company operations, such as
Larry Ellison Lawrence Joseph Ellison (born August 17, 1944) is an American business magnate and investor who is the co-founder, executive chairman, chief technology officer (CTO) and former chief executive officer (CEO) of the American computer technology ...
of
Oracle An oracle is a person or agency considered to provide wise and insightful counsel or prophetic predictions, most notably including precognition of the future, inspired by deities. As such, it is a form of divination. Description The wor ...
, Douglas Flint of
HSBC HSBC Holdings plc is a British multinational universal bank and financial services holding company. It is the largest bank in Europe by total assets ahead of BNP Paribas, with US$2.953 trillion as of December 2021. In 2021, HSBC had $10.8 tri ...
and
Steve Case Stephen McConnell Case (born August 21, 1958) is an American businessman, investor, and philanthropist best known as the former chief executive officer and chairman of America Online (AOL). Case joined AOL's predecessor company, Quantum Computer ...
of AOL Time Warner. In particular, the group chair of HSBC is considered the top position of that institution, outranking the chief executive, and is responsible for leading the board and representing the company in meetings with government figures. Before the creation of the group management board in 2006, HSBC's chair essentially held the duties of a chief executive at an equivalent institution, while HSBC's chief executive served as the deputy. After the 2006 reorganization, the management cadre ran the business, while the chairperson oversaw the controls of the business through compliance and audit and the direction of the business.


Non-executive chairperson

Non-executive chairperson is also a separate post from the CEO; unlike an executive chairperson, a non-executive chair does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chairperson and CEO, saying that this move improves corporate governance. The non-executive chairperson's duties are typically limited to matters directly related to the board, such as: * Chairing the meetings of the board. * Organizing and coordinating the board's activities, such as by setting its annual agenda. * Reviewing and evaluating the performance of the CEO and the other board members.


Examples

Many US companies have an executive chairperson; this method of organization is sometimes called the American model. Having a non-executive chairperson is common in the UK and Canada, and is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model. There is a growing push by public market investors for companies with an executive chairperson to have a lead independent director to provide some element of an independent perspective. The role of the chairperson in a private equity-backed board differs from the role in non-profit or publicly listed organizations in several ways, including the pay, role and what makes an effective private-equity chairperson. Companies with both an executive chairperson and a CEO include Ford,
HSBC HSBC Holdings plc is a British multinational universal bank and financial services holding company. It is the largest bank in Europe by total assets ahead of BNP Paribas, with US$2.953 trillion as of December 2021. In 2021, HSBC had $10.8 tri ...
, Alphabet Inc., HP, and
Apple An apple is an edible fruit produced by an apple tree (''Malus domestica''). Apple trees are cultivated worldwide and are the most widely grown species in the genus '' Malus''. The tree originated in Central Asia, where its wild ances ...
.


Vice-chairperson and deputy chairperson

A vice- or deputy chairperson, subordinate to the chairperson, is sometimes chosen to assist and to serve as chairperson in the latter's absence, or when a motion involving the chairperson is being discussed. In the absence of the chairperson and vice-chairperson, groups sometimes elect a ''chairperson pro tempore'' to fill the role for a single meeting. In some organizations that have both titles, deputy chairperson ranks higher than vice-chairperson, as there are often multiple vice-chairpersons but only a single deputy chairperson. This type of deputy chairperson title on its own usually has only an advisory role and not an operational one (such as
Ted Turner Robert Edward "Ted" Turner III (born November 19, 1938) is an American entrepreneur, television producer, media proprietor, and philanthropist. He founded the Cable News Network (CNN), the first 24-hour cable news channel. In addition, he ...
at Time Warner). An unrelated definition of vice- and deputy chairpersons describes an executive who is higher ranking or has more seniority than an executive vice-president (EVP). Sometimes, EVPs report to a vice-chairperson, who in turn reports directly to the
chief executive officer A chief executive officer (CEO), also known as a central executive officer (CEO), chief administrator officer (CAO) or just chief executive (CE), is one of a number of corporate executives charged with the management of an organization especial ...
(CEO) (so vice-chairpersons in effect constitute an additional layer of management), while other vice-chairpersons have more responsibilities but are otherwise on an equal tier with EVPs. Executives with the title vice-chairperson and deputy chairperson are usually ''not'' members of the board of directors.


See also

*
Executive director Executive director is commonly the title of the chief executive officer of a non-profit organization, government agency or international organization. The title is widely used in North American and European not-for-profit organizations, thoug ...
*
Non-executive director A non-executive director (abbreviated to non-exec, NED or NXD), independent director or external director 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 ...
*
Parliamentary procedure in the corporate world Parliamentary procedure in the corporate world may follow traditional parliamentary authorities such as Robert's Rules of Order or simpler rules of order considered by some commentators to be more appropriate in the corporate setting. Use of parl ...
*
President (corporate title) A president is a leader of an organization, company, community, club, trade union, university or other group. The relationship between a president and a chief executive officer varies, depending on the structure of the specific organization. In a ...


References


Further reading

* {{Authority control Management occupations Parliamentary procedure Political neologisms Positions of authority