Members of a Corporation - Explained
Officers, Directors, and Shareholders
Written by Jason Gordon
Updated at April 5th, 2023
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Who are the members of a corporation?
The corporation is made up of shareholders, directors, officers, and employees. Shareholders are the owners of the corporation. Directors undertake the high-level management and decision-making for the corporation. Officers (and their subordinate employees) run the daily operations of the corporation. Each member of the corporation has specific rights and duties attached to her position. These rights and duties can become confusing when a single individual holds more than one position (such as shareholder, directors, and officer) of the corporation.
Note: Besides shareholders, directors, and officers, there are numerous other corporate stakeholders (such as vendors, customers, other businesses, etc.) that are not members of the corporation.
Next Article: Closely-Held Corporations Back to: CORPORATE GOVERNANCE
Discussion Question
Why do you think corporations are organized in the fashion with designated authority and rights? Do you feel that corporate governance should take into consideration stakeholders other than shareholders, directors, or officers? Why or why not?
Related Topics
- Corporate Governance Law (Intro)
- What is Business Governance?
- Berle-Means Thesis
- Corporate Governance Rating Definition
- Who are the members of a corporation?
- Corporate Charter
- Shareholder Register
- Common Stock
- Preferred Stock
- Par Value
- Authorized Shares
- Issued Shares of Stock
- Unissued Shares of Stock
- Outstanding Shares
- Institutional Shares
- Dual Class Shares
- What is a closely-held corporation?
- Close Corporation Plan Definition
- What is a Private Company vs a Public Company?
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- Shareholder Value
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What is the Stakeholder theory of corporate governance?
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What is the role & rights of Shareholders in the corporation?
- Shareholder Democracy Definition
- Quorum Definition
- Information Circular
- Straight and Cumulative Voting
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Statutory (Straight)
- Cumulative Voting
- Plurality Voting
- Class Voting Shareholders
- Changing the Voting Rules
- Supermajority (Voting)
- Shareholder Sponsored Proposal
- What are the variations on attributes of Ownership structure?
- Stock Split
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- Appraisal Rights
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- Say on Pay Rights
- How can shareholder enforce their rights (direct and derivative actions)?
- Amotion
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- Overview of Board of Directors
- Board Decision Making
- Advisory Board (Observer Directors)
- What is the role of the Board of Directors?
- Board of Trustees
- Board of Governors
- What is the composition of the board of directors?
- Chairman of the Board
- CEO as Chairman of the Board
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Inside Director
- Outside Director
- Outside Director or Non-Executive Director Definition
- Independent Outside Director
- Budget Committee
- Audit Committee
- Compensation Committee
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- Duty of Loyalty (Directors)
- Self-Dealing
- Board Evaluation Definition
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- Codetermination (Foreign)
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- Chief Financial Officer
- Chief Information Officer (CIO)
- Chief Investment Officer (CIO)
- Chief Legal Officer
- Chief Operating Officer
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- What is the role of the state in corporate governance?
- What is the role of Securities Laws in corporate governance?
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