The chairman or chairwoman, or simply the chair, sometimes known as chairperson, is the highest officer of an organized group such as a board, a committee, or a deliberative assembly. The person holding the office is typically elected or appointed by the members of the group. The chair presides over meetings of the assembled group and conducts its business in an orderly fashion. When the group is not in session, the officer's duties often include acting as its head, its representative to the outside world and its spokesperson. In some organizations, this position is also called president (or other title), in others, where a board appoints a president (or other title), the two different terms are used for distinctly different positions.
Other terms sometimes used for the office and its holder include chair, chairperson, chairwoman, presiding officer, president, moderator, facilitator, and convenor. The chairman of a parliamentary chamber is often called the speaker.
The term chair is sometimes used in lieu of chairman, in response to criticisms that using chairman is sexist. It is commonly used today, and has been used as a substitute for chairman since the middle of the 17th century, with its earliest citation in the Oxford English Dictionary dated 1658-9, only four years after the first citation for chairman.
In his 1992 State of the Union address, then-U.S. President George H. W. Bush used "chairman" for men and "chair" for women. A 1994 Canadian study found the Toronto Star newspaper referring to most presiding men as "chairman", and to most presiding women as "chairperson" or as "chairwoman". The Chronicle of Higher Education uses "chairman" for men and "chairperson" for women. An analysis of the British National Corpus found chairman used 1,142 times, chairperson 130 times and chairwoman 68 times. The National Association of Parliamentarians does not approve using "chairperson". The Wall Street Journal, The New York Times and United Press International all use "chairwoman" or "chairman" when referring to women, and forbid use of "chair" or of "chairperson" except in direct quotations. In World Schools Style debating, male chairs are called "Mr. Chairman" and female chairs are called "Madame Chair". The FranklinCovey Style Guide for Business and Technical Communication, as well as the American Psychological Association style guide, advocate using "chair" or "chairperson", rather than "chairman". The Oxford Dictionary of American Usage and Style suggests that the gender-neutral forms are gaining ground. It advocates using "chair" to refer both to men and to women.
In the United States, the presiding officer of the lower house of a legislative body, such as the House of Representatives, is frequently titled the Speaker, while the upper house, such as the Senate, is commonly chaired by a President.
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 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.
Major dictionaries state that the word derives from "chair" (a seat or office of authority) and "man", a person. Some authorities, however, including Riddick's Rules of Procedure, suggest that the second part of chairman derives from the Latin manus ("hand"), and thus claim gender-neutrality for the word.
"Chairman" as a quasi-title gained particular resonance when socialist states from 1917 onward shunned more traditional leadership 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, for example, officially functioned as the head of Soviet Russia not as tsar or as president but in roles such as "Chairman of the Council of People's Commissars of the Russian SFSR". Note in particular the popular standard method for referring to Mao Zedong: "Chairman Mao" (officially: First Chairman of the Central Committee of the Communist Party of China).
Vice chairman and deputy chairman
A vice-chairman (or deputy chairman), subordinate to the chairman, is sometimes chosen to assist the chairman and to serve as chairman in the absence of the chairman, or when a motion involving the chairman is being discussed. In the absence of the chairman and vice chairman, groups sometimes elect a chairman pro tempore to fill the role for a single meeting. In some organizations that have both titles, deputy chairman ranks higher than vice chairman, as there are often multiple vice chairs but only a single deputy chair. This type of deputy chairman title on its own usually has only an advisory role and not an operational one (such as Ted Turner at Time Warner).
An unrelated definition of vice chair describes an executive who is higher ranking or has more seniority than an executive vice president (EVP). Sometimes, EVPs report to a vice chair, who in turn reports directly to the chief executive officer (CEO) (so vice chairs in effect constitute an additional layer of management), while other vice chairs have more responsibilities but are otherwise on an equal tier with EVPs. Executive vice chairmen are usually not on the board of directors. The Royal Bank of Canada previously used "vice chair" in their inner management circle until 2004 but have since renamed them group head.
Robert's Rules of Order recommends that the title "co-chairman" should be avoided because there may be difficulties in determining who has the duties and responsibilities when a position is shared.
There are four types of chairman in public corporations.
- Chairman and CEO – The CEO may also hold the title of chairman, in which case the board frequently names an independent member of the board as a lead director.
- Chair and CGO – An office that differs from CEO. The Chief Governance Officer is a position that ensures that governance processes are being followed within an organization, and strives for best practices. This position is common in a policy governance model.
- Executive chairman – An office separate from that of CEO, where the titleholder wields influence over company operations, such as Steve Case of AOL Time Warner, Larry Ellison of Oracle and Douglas Flint of HSBC. In particular, the group chairmanship 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. Prior to the creation of the group management board in 2006, HSBC's chairman 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 chairman oversaw the controls of the business through compliance and audit and the direction of the business.
- Non-executive chairman – also a separate post from the CEO, unlike an executive chairman, a non-executive chairman does not interfere in day-to-day company matters. Across the world, many companies have separated the roles of chairman and CEO, often resulting in a non-executive chairman, saying that this move improves corporate governance.
The non-executive chairman'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.
Many U.S. companies have an executive chairman, and this method of organization is sometimes called the American model. Having a non-executive chair is common in the United Kingdom and Canada, and is sometimes called the British model. Expert opinion is rather evenly divided over which is the preferable model overall.
Duties at meetings
In addition to the administrative or executive duties in organizations, the chairman has the duties of presiding over meetings. Such duties at meetings include:
- calling the meeting to order
- determining if a quorum 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 all questions (motions) to a vote
- adjourning the meeting
While presiding, the chairman 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 chairman votes along with the other members. However, in assemblies or larger boards, the chairman should vote only when it can affect the result. At a meeting, the chairman only has one vote (i.e. the chairman cannot vote twice and cannot override the decision of the group unless the organization has specifically given the chairman such authority).
The powers of the chairman vary widely across organizations. In some organizations the chairman has the authority to hire staff and make financial decisions, while in others the chairman only makes recommendations to a board of directors, and still others the chairman has no executive powers and is mainly a spokesman for the organization. The amount of power given to the chairman depends on the type of organization, its structure, and the rules it has created for itself.
If the chairman exceeds the given authority, engages in misconduct, or fails to perform the duties, the chairman may face disciplinary procedures. Such procedures may include censure, suspension, or removal from office. The rules of the particular organization would provide details on who can perform these disciplinary procedures and the extent that they can be done. Usually, whoever appointed or elected the chairman has the power to discipline this officer.
- Board of directors
- European company law
- Executive director
- German company law
- Non-executive director
- Parliamentary procedure in the corporate world
- President (corporate title)
- UK company law
- US corporate law
- Robert, Henry M.; et al. (2011). Robert's Rules of Order Newly Revised (11th ed.). Philadelphia, PA: Da Capo Press. p. 22. ISBN 978-0-306-82020-5.
- Robert 2011, p. 448
- Sturgis, Alice (2001). The Standard Code of Parliamentary Procedure (Fourth ed.). New York: McGraw-Hill. p. 163. ISBN 978-0-07-136513-0.
- Hellinger, Marlis, ed. (2001). Gender across languages: The Linguistic Representation of Women and Men (IMPACT: Studies in Language and Society). Amsterdam: Benjamins. p. 125. ISBN 9027218412.
- "Chairperson". Merriam-Webster. Retrieved 2014-01-10.
- Sturgis 2001, p. 11
- "moderator". Chambers 21st Century Dictionary via Search Chambers. Edinburgh: Chambers Harrap.
- Although convener means someone who summons (convenes) a meeting, the convener may take the chair. The Oxford English Dictionary (2nd edition 1989) offers this citation: 1833 Act 3–4 Will. IV, c. 46 §43 "The convener, who shall preside at such committee, shall be entitled to a casting vote." This meaning is most commonly found in assemblies with Scottish heritage.
- "Speeches: The many roles of the Speaker". Office of the Speaker, Parliament of New Zealand. 2006-02-01.
- "About Parliament: The Lord Speaker". Parliament of the United Kingdom. Archived from the original on 2008-06-09. Retrieved 2008-10-23.
... responsibilities of the Lord Speaker include chairing the Lords debating chamber,...
- Marshall Cavendish Corporation (2010). Sex and society Volume 1: Abstinence - Gender Identity. New York: Marshall Cavendish Reference. p. 300. ISBN 0761479066.
- "Chairman". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-10-22.
- Zinsser, William (2007). On writing well : the classic guide to writing nonfiction (30. anniversary ed., 7. ed., rev. and updated, [Nachdr.] ed.). New York, NY: HarperCollins. p. 81. ISBN 0060891548.
- "Chairperson". Dictionary.com Unabridged (v 1.1). 2006. Retrieved 2008-04-27.
- Merriam-Webster's dictionary of English usage. Springfield, Mass.: Merriam-Webster. 1993. p. 235. ISBN 0877791325.
- Romaine, Suzanne (1999). Communicating gender. Mahwah, NJ [u.a.]: Erlbaum. p. 309. ISBN 0805829253.
- Miller, Casey; Swift, Kate (2000). The Handbook of Nonsexist Writing (For writers, editors and speakers) (2nd ed.). Lincoln, NE: iUniverse.com. p. 32. ISBN 0-595-15921-4.
- editor, Paul R. Martin, style (2003). Essential guide to business style and usage. New York: Free Press. p. 41. ISBN 0743227247.
- Siegal, Allan M.; Connolly, William G. (2001). The New York Times manual of style and usage (Rev. and expanded ed., 1st pbk. ed.). New York: Three Rivers Press. p. 62. ISBN 081296389X.
- Martin, Harold; international, Bruce Cook; United press (2004). UPI style book & guide to newswriting (4 ed.). Sterling (Virginie): Capital Books. p. 43. ISBN 1931868581.
- Quinn, Simon (2009). Debating in the World Schools style: a guide. New York: International Debate Education Association. p. 5. ISBN 1932716556.
- England, Stephen R. Covey, Larry H. Freeman, Breck. FranklinCovey style guide for business and technical communication (5th ed.). Upper Saddle River, N.J.: FT Press. p. 27. ISBN 0133090396.
- Gurung, Beth M. Schwartz, R. Eric Landrum, Regan A.R. An easyguide to APA style. Thousand Oaks, Calif.: SAGE Publications. p. 54. ISBN 1412991242.
- Garner, Bryan A. (2000). The Oxford dictionary of American usage and style (2 ed.). Oxford: Oxford Univ. Press. p. 61. ISBN 0195135083.
- Robert 2011, p. 23
- See also the American Heritage Dictionary, the Oxford English Dictionary, the online edition of the current Merriam-Webster Dictionary, Word Origins by Anatoly Liberman (page 88), Merriam-Webster's Dictionary of English Usage (page 235)
- Cawthorne, Nigel (2012). Stalin: The Murderous Career of the Red Tsar. Arcturus Publishing. ISBN 9781848589513. Retrieved 2015-02-25.
[...] Lenin, Stalin, Trotsky, Molotov and Abel Yenukidze [...] began discussing the structure of the new government. Lenin did not want to have 'ministers' as such, so Trotsky suggested that they should be called 'Peoples' Commissars'. The government itself would be the 'Council of People's Commissars' and its chairman would be prime minister, in effect.
- Brackman, Roman (2004). The Secret File of Joseph Stalin: A Hidden Life. Routledge. p. 116. ISBN 9781135758400.
On 26 October 1917 Lenin announced the creation of the 'Council of People's Commissars', having rejected the traditional title of 'minister' as being too 'bourgeois', and named himself the 'Chairman of the Council'.
- "vice-chairman". dictionary.com.
- Robert 2011, p. 452
- Robert 2011, p. 453
- Published Wednesday, Jan 29 2003, 8:47pm EST (2003-01-29). "Ted Turner quits as AOLTW Vice Chairman - TV News". Digital Spy. Retrieved 2011-12-31.
- Robert 2011, p. 176
- HSBC investors against Michael Geoghegan becoming chairman. Telegraph. Retrieved on 2013-08-22.
- HSBC chief Michael Geoghegan 'to quit' after failing to get top job. News.com.au (2010-09-24). Retrieved on 2013-08-22.
- HSBC ex-chief Michael Geoghegan relaxes as another marathon looms. Telegraph. Retrieved on 2013-08-22.
- Kefgen, Keith (2004-05-11). "The Non-Executive Chairman Comes of Age". HVS web site. HVS. Retrieved 2011-04-03.
- Behan, Beverly (2008-01-10). "Splitting the Chairman and CEO roles". BusinessWeek. Retrieved 2011-04-03.
- "Board of Directors". Ford Motor Company. Retrieved 2011-04-05.
- "Board of Directors". HSBC. Retrieved 2011-04-05.
- "Management Team". Google. Retrieved 2011-04-05.
- "HP Investor Relations - Board of directors". HP. Retrieved 2011-09-24.
- "Apple - Press Info". Apple Inc. Retrieved 2014-11-06.
- Robert 2011, p. 449
- Robert 2011, p. 44: "The presiding officer must never interrupt a speaker simply because he knows more about the matter than the speaker does."
- "Frequently Asked Questions about RONR (Question 1)". The Official Robert's Rules of Order Web Site. The Robert's Rules Association. Retrieved 2015-12-17.
- Robert 2011, p. 406
- "Frequently Asked Questions about RONR (Question 20)". The Official Robert's Rules of Order Web Site. The Robert's Rules Association. Retrieved 2015-12-24.
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