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108-503: The Southern Poverty Law Center considers the AltRight Corporation to be a hate group . In September 2017, AltRight Corporation co-founder Jason Jorjani claimed that in 2016, funders "very close" to then-presidential candidate Donald Trump , had offered him funding to "infiltrate" the alt-right, with the intention of convincing its leaders to drop their white nationalism rhetoric, and move away from race-based politics, and this

216-441: A quorum must be present before any business may be conducted. Usually, a meeting which is held without notice having been given is still valid if all of the directors attend, but it has been held that a failure to give notice may negate resolutions passed at a meeting, because the persuasive oratory of a minority of directors might have persuaded the majority to change their minds and vote otherwise. In most common law countries,

324-509: A 'white-only' IKA function". Two members of the Klan started calling Gruver, a 16-year-old boy of Panamanian descent, a " spic ". Subsequently, the boy, (5 feet 3 inches (1.60 m) and weighing 150 pounds (68 kg)) was beaten and kicked by the Klansmen (one of whom was 6 feet 5 inches (1.96 m) and 300 pounds (140 kg)). As a result, the victim received "two cracked ribs,

432-503: A Texas prison. The SPLC brought a civil suit on behalf of Billy Ray Johnson, a black, mentally disabled man, who was severely beaten by four white males in Texas and left bleeding in a ditch, suffering permanent injuries. In 2007, Johnson was awarded $ 9 million in damages by a Linden, Texas jury. At a criminal trial, the four men were convicted of assault and received sentences of 30 to 60 days in county jail. In November 2008,

540-675: A black U.S. Navy war veteran, was murdered by George Loeb, a member of the neo-Nazi "Church of the Creator" (now called the Creativity Movement ). SPLC represented the victim's family in a civil case and won a judgment of $ 1 million from the church in March 1994. The church transferred ownership to William Pierce , head of the National Alliance , to avoid paying money to Mansfield's heirs. The SPLC filed suit against Pierce for his role in

648-442: A board is not a career unto itself. For major corporations, the board members are usually professionals or leaders in their field. In the case of outside directors, they are often senior leaders of other organizations. Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies. Inside directors are usually not paid for sitting on

756-527: A board of directors vary depending on the nature and type of business entity and the laws applying to the entity (see types of business entity ). For example, the nature of the business entity may be one that is traded on a public market (public company), not traded on a public market (a private, limited or closely held company), owned by family members (a family business), or exempt from income taxes (a non-profit, not for profit, or tax-exempt entity). There are numerous types of business entities available throughout

864-405: A board of directors vary widely across organizations and may include provisions that are applicable to corporations, in which the "shareholders" are the members of the organization. A difference may be that the membership elects the officers of the organization, such as the president and the secretary, and the officers become members of the board in addition to the directors and retain those duties on

972-515: A board, but the duty is instead considered part of their larger job description. Outside directors are usually paid for their services. These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits. such as travel, hotel and meal expenses for the board meetings. Tiffany & Co. , for example, pays directors an annual retainer of $ 46,500, an additional annual retainer of $ 2,500 if

1080-503: A broken left forearm, multiple cuts and bruises and jaw injuries requiring extensive dental repair." In a related criminal case in February 2007, Jarred Hensley and Andrew Watkins were sentenced to three years in prison for beating Gruver. On November 14, 2008, an all-white jury of seven men and seven women awarded $ 1.5 million in compensatory damages and $ 1 million in punitive damages to the plaintiff against Ron Edwards, Imperial Wizard of

1188-668: A civil rights law firm in Montgomery. In 1980, the SPLC began a litigation strategy of filing civil suits for monetary damages on behalf of the victims of violence from the Ku Klux Klan . The SPLC also became involved in other civil rights causes, including cases to challenge what it sees as institutional racial segregation and discrimination, inhumane and unconstitutional conditions in prisons and detention centers, discrimination based on sexual orientation , mistreatment of illegal immigrants , and

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1296-420: A court monitor conducted regular reviews of conditions at the facility. Board of directors A board of directors is an executive committee that supervises the activities of a business , a nonprofit organization , or a government agency . The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law ) and

1404-716: A display of the Ten Commandments in the rotunda of the Alabama Judicial Building . Moore, who had final authority over what decorations were to be placed in the Alabama State Judicial Building's Rotunda, had installed a 5,280 pound (2,400 kg) granite block, three feet wide by three feet deep by four feet tall, of the Ten Commandments late at night without the knowledge of any other court justice. After defying several court rulings, Moore

1512-447: A firm in a different industry. Outside directors are not employees of the company or affiliated with it in any other way. Outside directors bring outside experience and perspectives to the board. For example, for a company that serves a domestic market only, the presence of CEOs from global multinational corporations as outside directors can help to provide insights on export and import opportunities and international trade options. One of

1620-439: A former chief of staff for former first lady Michelle Obama , to review and investigate any issues with the organization's workplace environment related to Dees' firing. The SPLC's activities, including litigation, are supported by fundraising efforts, and it does not accept any fees or share in legal judgments awarded to clients it represents in court. Starting in 1974, the SPLC set aside money for its endowment stating that it

1728-529: A generous " golden parachute " which also acts as a deterrent to removal. A 2010 study examined how corporate shareholders voted in director elections in the United States. It found that directors received fewer votes from shareholders when their companies performed poorly, had excess CEO compensation, or had poor shareholder protection. Also, directors received fewer votes when they did not regularly attend board meetings or received negative recommendations from

1836-621: A group of civil rights marchers. There were a hundred Klan members carrying "bats, ax handles and guns". A black woman, Bernice Brown, was shot and other marchers were violently attacked. In Brown v. Invisible Empire, Knights of the Ku Klux Klan , filed in 1980 in the USDC Northern District of Alabama, the SPLC sued the Invisible Empire, Knights of the Ku Klux Klan on behalf of plaintiffs, Brown and other black marchers. The civil suit

1944-932: A nationwide campaign of assassinations and bombings targeting Morris Dees and his Southern Poverty Law Center in Alabama as well as the Simon Wiesenthal Center in Los Angeles, the Anti-Defamation League in New York, an undisclosed federal judge in Illinois and a black radio show host in Missouri. The Southern Poverty Law Center has initiated a number of civil cases seeking injunctive relief and monetary awards on behalf of its clients. The SPLC has said it does not accept any portion of monetary judgments. An early SPLC case

2052-446: A new headquarters building from 1999 to 2001. In 1984, Morris Dees became an assassination target of The Order , a revolutionary white supremacist group. By 2007, according to Dees, more than 30 people had been jailed in connection with plots to kill him or to blow up SPLC offices. In 1995, four men were indicted for planning to blow up the SPLC headquarters. In May 1998, three white supremacists were arrested for allegedly planning

2160-512: A position on the board. Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement. In practice for publicly traded companies, the managers ( inside directors ) who are purportedly accountable to

2268-731: A preliminary injunction against the Klan, requiring them to cease intimidating, threatening, or harassing the Vietnamese. McDonald eventually found the TER and Beam liable for tortious interference , violations of the Sherman Antitrust Act , and of various civil rights statutes and thus permanently enjoined them against violence, threatening behavior, and other harassment of the Vietnamese shrimpers. The SPLC also uncovered an obscure Texas law "that forbade private armies in that state". McDonald found that Beam's organization violated it and hence ordered

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2376-416: A proxy advisory firm. The study also shows that companies often improve their corporate governance by removing poison pills or classified boards and by reducing excessive CEO pay after their directors receive low shareholder support. Board accountability to shareholders is a recurring issue. In September 2010, The New York Times noted that several directors who had overseen companies which had failed in

2484-439: A relatively small number of individuals have significant influence over many important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research. The process for running a board, sometimes called the board process , includes the selection of board members, the setting of clear board objectives, the dissemination of documents or board package to

2592-438: A resolution of the remaining directors (in some countries they may only do so "with cause"; in others the power is unrestricted). Some jurisdictions also permit the board of directors to appoint directors, either to fill a vacancy which arises on resignation or death, or as an addition to the existing directors. In practice, it can be quite difficult to remove a director by a resolution in general meeting. In many legal systems,

2700-415: A single-tier board, while the chairman of the management board is reckoned as the company's CEO or managing director . These two roles are always held by different people. This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority. The aim is to prevent a conflict of interest and too much power being concentrated in

2808-414: Is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management . Theoretically, the control of a company is divided between two bodies: the board of directors, and the shareholders in general meeting . In practice, the amount of power exercised by the board varies with the type of company. In small private companies, the directors and

2916-406: Is also an additional statutory body for audit purposes. The OECD Principles are intended to be sufficiently general to apply to whatever board structure is charged with the functions of governing the enterprise and monitoring management. The development of a separate board of directors to manage/govern/oversee a company has occurred incrementally and indefinitely over legal history. Until the end of

3024-544: Is an American 501(c)(3) nonprofit legal advocacy organization specializing in civil rights and public interest litigation . Based in Montgomery, Alabama , it is known for its legal cases against white supremacist groups, for its classification of hate groups and other extremist organizations, and for promoting tolerance education programs. The SPLC was founded by Morris Dees , Joseph J. Levin Jr., and Julian Bond in 1971 as

3132-408: Is associated with rigorous monitoring and improved corporate governance. In some European and Asian countries, there are two separate boards, an executive board (or management board) for day-to-day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board. In these countries, the chairman of the supervisory board is equivalent to the chairman of

3240-413: Is considered to be comparatively weak due to the limited time they can dedicate to this task. Overconfident directors are found to pay higher premiums in corporate acquisitions and make worse takeover choices. Locally rooted directors tend to be overrepresented and lack international experience, which can lead to lower valuations, especially in internationally oriented firms. Directors' military experience

3348-401: Is one whose board is self-appointed, rather than being accountable to a base of members through elections; or in which the powers of the membership are extremely limited. In membership organizations , such as a society made up of members of a certain profession or one advocating a certain cause, a board of directors may have the responsibility of running the organization in between meetings of

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3456-408: Is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail. As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them. In most cases, serving on

3564-459: Is that the board tends to have more de facto power. Most shareholders do not attend shareholder meetings, but rather cast proxy votes via mail, phone, or internet, thus allowing the board to vote for them. However, proxy votes are not a total delegation of the voting power, as the board must vote the proxy shares as directed by their owner even when it contradicts the board's views. In addition, many shareholders vote to accept all recommendations of

3672-515: Is the reason he affiliated himself with Spencer and the alt-right. Once the AltRightCorporation was founded, after spending months making speeches on behalf of the alt-right and public appearances with Richard Spencer, Jorjani said that influencing the movement was more difficult than he had thought it would be. He resigned from the AltRight Corporation in August 2017, shortly after the violence at

3780-446: The chairman (often now called the "chair" or "chairperson"), who holds whatever title is specified in the by-laws or articles of association . However, in membership organizations, the members elect the president of the organization and the president becomes the board chair, unless the by-laws say otherwise. The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by

3888-400: The 2007–2008 financial crisis had found new positions as directors. The SEC sometimes imposes a ban (a "D&O bar") on serving on a board as part of its fraud cases, and one of these was upheld in 2013. The exercise by the board of directors of its powers usually occurs in board meetings. Most legal systems require sufficient notice to be given to all directors of these meetings, and that

3996-531: The Charity Accountability section of the Better Business Bureau. In July 1983, the SPLC headquarters was firebombed , destroying the building and records. In February 1985, Klansmen Joe M. Garner and Roy T. Downs Jr., along with Klan sympathizer Charles Bailey, pleaded guilty to conspiring to intimidate, oppress and threaten members of black organizations represented by SPLC. The SPLC built

4104-1102: The GuideStar Gold Seal of Transparency, which is given to organizations that voluntarily share their financials and "highlight their commitment to inclusivity to gain funders' trust and support." SPLC previously earned GuideStar's Platinum Seal of Transparency, but did not retain it. In 2023 , CharityWatch initially gave SPLC a grade of B based on its 2021 financials. CharityWatch, however, downgrades all charities that "hoard" donations, which per CharityWatch's definition occurs whenever "a charity's available assets in reserve exceeds three years' worth its annual budget." In particular, CharityWatch automatically "downgrades to an F rating any charity holding available assets in reserve equal to 5 years or more of its annual budget." In accordance with this policy, on 3 February 2023 CharityWatch downgraded SPLC from B to F because it had 7.3 years of available assets in reserve, it spent 68% of its funds on programs, and it cost $ 20 to raise $ 100. The SPLC declined to submit information or be evaluated by

4212-558: The Montgomery Advertiser , the SPLC had received "significant financial support" with revenues almost "$ 122 million and total assets of $ 492.3 million", as of September 30, 2018. For the fiscal year ending October 31, 2021, SPLC reported revenue of $ 133 million and total assets of $ 801 million, including $ 770 million in investments. Prior to his departure in 2019, Dees' "role at the Center was focused on 'donor relations' and "expanding

4320-611: The Unite the Right rally in Charlottesville, Virginia . Jorjani has since written the one of the reasons for his leaving was that he "watched the corporation that was my brainchild turn into a magnet for white trash." He also said that Richard Spencer is "smart in the sense of the word 'smartass.'" and that Spencer had "pretty much destroyed the alt-right brand" by his emphasis on race and "all kinds of other stupidity." In 2018 Arktos Media, which

4428-720: The United States District Court for the Eastern District of North Carolina . The harassment and threats continued during litigation and the court issued an order prohibiting any person from interfering with others inside the courthouse. In January 1985, the court issued a consent order that prohibited the group's "Grand Dragon", Frazier Glenn Miller Jr. , and his followers from operating a paramilitary organization, holding parades in black neighborhoods, and from harassing, threatening or harming any black person or white persons who associated with black persons. Subsequently,

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4536-481: The death penalty in the US. Dees asked civil rights leader Julian Bond to serve as president, a largely honorary position; he resigned in 1979 but remained on the board of directors until his death in 2015. In 1979, Dees and the SPLC began filing civil lawsuits against Ku Klux Klan chapters and similar organizations for monetary damages on behalf of their victims. The favorable verdicts from these suits served to bankrupt

4644-416: The executive board . Typical duties of boards of directors include: The legal responsibilities of boards and board members vary with the nature of the organization, and between jurisdictions. For companies with shares publicly listed for negotiation , these responsibilities are typically much more rigorous and complex than for those of other types. Typically, the board chooses one of its members to be

4752-409: The shareholders , and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germany and Sweden), the workers of a corporation elect a set fraction of the board's members. The board of directors appoints the chief executive officer of the corporation and sets out the overall strategic direction. In corporations with dispersed ownership,

4860-599: The unconstitutional mixing of church and state . The SPLC has provided information about hate groups to the Federal Bureau of Investigation (FBI) and other law enforcement agencies. Since the 2000s, the SPLC's classification and listings of hate groups (organizations that "attack or malign an entire class of people, typically for their immutable characteristics") and anti-government extremists are widely relied upon by academic and media sources. The SPLC's listings have also been criticized by those who argue that some of

4968-666: The "largest-ever civil award for damages in a hate crime case." In September 2000, the SPLC won a $ 6.3 million judgment against the Aryan Nations via an Idaho jury who awarded punitive and compensatory damages to a woman and her son who were attacked by Aryan Nations guards. The lawsuit stemmed from the July 1998 attack when security guards at the Aryan Nations compound near Hayden Lake in northern Idaho, shot at Victoria Keenan and her son. Bullets struck their car several times, causing

5076-621: The "release of tens of thousands of people in ICE custody" if ICE cannot provide protection for vulnerable inmates during the COVID-19 pandemic . The federal court injunction was filed as part of an existing class-action lawsuit regarding conditions in ICE facilities. In 2018, The SPLC filed suits related to the conditions of incarceration for adults and juveniles. In March 2019, the SPLC fired founder Morris Dees for undisclosed reasons and removed his profile from

5184-504: The 19th century, it seems to have been generally assumed that the general meeting (of all shareholders) was the supreme organ of a company, and that the board of directors merely acted as an agent of the company subject to the control of the shareholders in general meeting. However, by 1906, the English Court of Appeal had made it clear in the decision of Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame [1906] 2 Ch 34 that

5292-527: The 2019-20 election cycle. [1] As of 2023 , based on figures from Fiscal Year 2022, Charity Navigator rated the SPLC four out of four stars, with an overall score of 99/100 for "Accountability & Finance". The missing point was due to SPLC failing to post a "Donor Privacy Policy" on its website. SPLC's 2022 revenue totaled $ 140,350,982, and its expenses amounted to $ 111,043,025. According to Charity Navigator's Historical Ratings, SPLC has earned four-star ratings since 2019. As of 2023 , SPLC has earned

5400-610: The CEO and their direct reports (other C-level officers, division/subsidiary heads). Board structures and procedures vary both within and among OECD countries. Some countries have two-tier boards that separate the supervisory function and the management function into different bodies. Such systems typically have a "supervisory board" composed of nonexecutive board members and a "management board" composed entirely of executives. Other countries have "unitary" boards, which bring together executive and non-executive board members. In some countries there

5508-404: The CEO position in some organizations). Executive directors often have a specified area of responsibility in the organization, such as finance, marketing, human resources, or production. An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. A typical example is a director who is president of

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5616-474: The Center began its Klanwatch project to monitor the activities of the KKK. That project, later called Hatewatch , was later expanded to include seven other types of hate organizations. In 1986, the entire legal staff of the SPLC, excluding Dees, resigned as the organization shifted from traditional civil rights work toward fighting right-wing extremism. In 1989, the Center unveiled its Civil Rights Memorial , which

5724-522: The Center's financial resources". The SPLC's related 501(c)(4) organization, the SPLC Action Fund, formed two political action committees in 2022: New Southern Leaders federal PAC and the New Southern Majority federal Super PAC. The New Southern Leaders PAC spent more than $ 21,000 in 2023-24, most going to the SPLC Action Fund, which spent more than $ 1,000,000 in independent expenditures in

5832-625: The Decatur confrontation of 1979. In 1981, the SPLC took Ku Klux Klan leader Louis Beam 's Klan-associated militia, the Texas Emergency Reserve (TER), to court to stop racial harassment and intimidation of Vietnamese shrimpers in and around Galveston Bay . The Klan's actions against approximately 100 Vietnamese shrimpers in the area included a cross burning , sniper fire aimed at them, and arsonists burning their boats. In May 1981, U.S. District Court judge Gabrielle McDonald issued

5940-464: The KKK and other targeted organizations. According to a 1996 article in The New York Times , Dees and the SPLC "have been credited with devising innovative legal ways to cripple hate groups, including seizing their assets." Some civil libertarians said that SPLC's tactics chill free speech and set legal precedents that could be applied against activist groups which are not hate groups. In 1981,

6048-452: The Klan. According to Chalmers, "[b]eginning with the Decatur street confrontation, the SPLC's Klanwatch began suing various Klans in federal court for civil rights violations", and as a result, the Klan lost credibility and its resources were depleted. As a result of the SPLC, the FBI reopen their case against the Klan, and "nine Klansmen were eventually convicted of criminal charges" related to

6156-706: The Ku Klux Klan. In 2011, the SPLC was "involved in high-profile state fights", including the battle over the Georgia House Bill 87 (HB 87). The SPLC joined with the ACLU , the Asian Law Caucus , and the National Immigration Law Center in June 2011, to file a lawsuit challenging HB 87. which resulted in a permanent injunction in 2013 blocking multiple provisions of the law. In 2013, "Teaching Tolerance"

6264-504: The SPLC happened on my watch, so I take responsibility for them." In early February 2020, Margaret Huang , who was formerly the Chief Executive at Amnesty International USA , was named as president and CEO of the SPLC. Huang replaced Karen Baynes-Dunning, a former juvenile court judge, who had served as interim president and CEO since April 2019, after founder Morris Dees was fired in March 2019. The SPLC had appointed Tina Tchen ,

6372-551: The SPLC voted to unionize, with 142 in favor and 45 against. The SPLC had "long been dogged by accusations of internal discrimination against minority employees, particularly in the area of promotions." A new president and CEO, Margaret Huang, was named in early February 2020. More recently, the SPLC and the ACLU have been involved in "battles over the treatment of inmates in the state's prisons", including an emergency request in April 2020 for

6480-424: The SPLC website. In a statement regarding the firing, the SPLC announced it would be bringing in an "outside organization to conduct a comprehensive assessment of our internal climate and workplace practices." Following the dismissal, a letter signed by two dozen SPLC employees was sent to management, expressing concern that "allegations of mistreatment, sexual harassment, gender discrimination, and racism threaten

6588-748: The SPLC's case against the Imperial Klans of America (IKA), the nation's second-largest Klan organization, went to trial in Meade County, Kentucky . The SPLC had filed suit for damages in July 2007 on behalf of Jordan Gruver and his mother against the IKA in Kentucky. In July 2006, five Klan members went to the Meade County Fairgrounds in Brandenburg, Kentucky , "to hand out business cards and flyers advertising

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6696-436: The SPLC's listings are overbroad, politically motivated, or unwarranted. The organization has also been accused of an overindulgent use of funds, leading some employees to call its headquarters "Poverty Palace". The Southern Poverty Law Center was founded by civil rights lawyers Morris Dees and Joseph J. Levin Jr. in August 1971 as a law firm originally focused on issues such as fighting poverty, racial discrimination and

6804-512: The TER to close its military training camp. In 1982, armed members of the Carolina Knights of the Ku Klux Klan terrorized Bobby Person, a black prison guard, and members of his family. They harassed and threatened others, including a white woman who had befriended blacks. In 1984, Person became the lead plaintiff in Person v. Carolina Knights of the Ku Klux Klan , a lawsuit brought by the SPLC in

6912-533: The U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing, nomination committees have historically received input from management in their selections even when the CEO does not have

7020-534: The U.S.-Mexico border region near his Hebbronville ranch, settled with an $ 100,000 out-of-court settlement. According to the New York Times , since neither Nethercott or Foote defended themselves, the "judge issued default judgments of $ 850,000 against Mr. Nethercott and $ 500,000 against Mr. Foote. Neither men had "substantial assets" so Nethercott's 70-acre (280,000 m ) ranch—Camp Thunderbird—which had also served as Ranch Rescue's headquarters—was seized to pay

7128-478: The U.S.-Mexico border. In April 2005, SPLC obtained judgments totaling $ 1 million against Casey James Nethercott, who was then Ranch Rescue 's leader and the owner of an Arizona ranch, Camp Thunderbird, Joe Sutton, who owned the Hebbronville ranch on which two illegal immigrants has been caught trespassing on March 18, 2003, and Jack Foote, the founder of Ranch Rescue. Sutton, who had recruited Ranch Rescue to patrol

7236-472: The US are the National Association of Corporate Directors , McKinsey and The Board Group. A board of directors conducts its meetings according to the rules and procedures contained in its governing documents. These procedures may allow the board to conduct its business by conference call or other electronic means. They may also specify how a quorum is to be determined. The responsibilities of

7344-477: The United States to attend college. In October 1990, the SPLC won a civil case on behalf of Seraw's family against WAR's operator Tom Metzger and his son, John, for a total of $ 12.5 million. The Metzgers declared bankruptcy, and WAR went out of business. The cost of work for the trial was absorbed by the Anti-Defamation League (ADL) as well as the SPLC. As of August 2007 , Metzger still makes payments to Seraw's family. In May 1991, Harold Mansfield,

7452-410: The arguments for having outside directors is that they can keep a watchful eye on the inside directors and on the way the organization is run. Outside directors are unlikely to tolerate "insider dealing" between inside directors, as outside directors do not benefit from the company or organization. Outside directors are often useful in handling disputes between inside directors, or between shareholders and

7560-470: The board members, the collaborative creation of an agenda for the meeting, the creation and follow-up of assigned action items , and the assessment of the board process through standardized assessments of board members, owners, and CEOs. The science of this process has been slow to develop due to the secretive nature of the way most companies run their boards, however some standardization is beginning to develop. Some who are pushing for this standardization in

7668-492: The board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders, in which case more "gray outsider directors" (independent directors with conflicts of interest ) are nominated and elected. In countries with co-determination , a fixed fraction of the board is elected by the corporation's workers. Directors may also leave office by resignation or death. In some legal systems, directors may also be removed by

7776-454: The board rather than try to get involved in management, since each shareholder's power, as well as interest and information is so small. Larger institutional investors also grant the board proxies. The large number of shareholders also makes it hard for them to organize. However, there have been moves recently to try to increase shareholder activism among both institutional investors and individuals with small shareholdings. A contrasting view

7884-405: The board. The directors may also be classified as officers in this situation. There may also be ex-officio members of the board, or persons who are members due to another position that they hold. These ex-officio members have all the same rights as the other board members. Members of the board may be removed before their term is complete. Details on how they can be removed are usually provided in

7992-456: The board. They are thought to be advantageous because they can be objective and present little risk of conflict of interest. On the other hand, they might lack familiarity with the specific issues connected to the organization's governance, and they might not know about the industry or sector in which the organization is operating. Individual directors often serve on more than one board. This practice results in an interlocking directorate , where

8100-455: The bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used. In a publicly held company , directors are elected to represent and are legally obligated as fiduciaries to represent owners of the company—the shareholders /stockholders. In this capacity they establish policies and make decisions on issues such as whether there

8208-608: The car to crash. An Aryan Nations member held the Keenans at gunpoint. As a result of the judgment, Richard Butler turned over the 20-acre (81,000 m ) compound to the Keenans, who sold the property to a philanthropist. He donated the land to North Idaho College , which designated the area as a "peace park". In 2002, the SPLC and the American Civil Liberties Union filed suit ( Glassroth v. Moore ) against Alabama Supreme Court Chief Justice Roy Moore for placing

8316-567: The court dismissed the plaintiffs' claim for damages. Within a year, the court found Miller and his followers, now calling themselves the White Patriot Party , in criminal contempt for violating the consent order. Miller was sentenced to six months in prison followed by a three-year probationary period, during which he was banned from associating with members of any racist group such as the White Patriot Party. Miller refused to obey

8424-778: The crimes of individual members to help produce a $ 7 million judgment for the victim's mother. The verdict forced United Klans of America into bankruptcy . Its national headquarters was sold for approximately $ 52,000 to help satisfy the judgment. In 1987, five members of a Klan offshoot, the White Patriot Party , were indicted for stealing military weaponry and plotting to kill Dees. The SPLC has since successfully used this precedent to force numerous Ku Klux Klan and other hate groups into bankruptcy. On November 13, 1988, in Portland, Oregon , three white supremacist members of East Side White Pride and White Aryan Resistance (WAR) fatally assaulted Mulugeta Seraw , an Ethiopian man who came to

8532-436: The director has a right to receive special notice of any resolution to remove them; the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting. The director may require the company to circulate any representations that they wish to make. Furthermore, the director's contract of service will usually entitle them to compensation if they are removed, and may often include

8640-487: The director is also a chairperson of a committee, a per-meeting-attended fee of $ 2,000 for meetings attended in person, a $ 500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits. Academic research has identified different types of board directors. Their characteristics and experiences shape their role and performance. For instance, directors with multiple mandates are often referred to as busy directors. Their monitoring performance

8748-478: The division of powers between the board and the shareholders in general meaning depended on the construction of the articles of association and that, where the powers of management were vested in the board, the general meeting could not interfere with their lawful exercise. The articles were held to constitute a contract by which the members had agreed that "the directors and the directors alone shall manage." The new approach did not secure immediate approval, but it

8856-502: The fraudulent scheme and won an $ 85,000 judgment against him in 1995. The amount was upheld on appeal and the money was collected prior to Pierce's death in 2002. The SPLC won a $ 37.8 million verdict on behalf of Macedonia Baptist Church , a 100-year-old black church in Manning, South Carolina , against two Ku Klux Klan chapters and five Klansmen (Christian Knights of the Ku Klux Klan and Invisible Empire, Inc.) in July 1998. The money

8964-412: The general body of shareholders can control the exercise of powers by the articles in the directors is by altering the articles, or, if opportunity arises under the articles, by refusing to re-elect the directors of whose actions they disapprove. They cannot themselves usurp the powers which by the articles are vested in the directors any more than the directors can usurp the powers vested by the articles in

9072-479: The general body of shareholders. It has been remarked that this development in the law was somewhat surprising at the time, as the relevant provisions in Table A (as it was then) seemed to contradict this approach rather than to endorse it. In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement . For publicly traded companies in

9180-878: The group, and Jarred Hensley, who participated in the attack. Together with the ACLU National Prison Project , the SPLC filed a class-action suit in November 2010 against the owner/operators of the private Walnut Grove Youth Correctional Facility in Leake County, Mississippi , and the Mississippi Department of Corrections (MDC). They charged that conditions, including under-staffing and neglect of medical care, produced numerous and repeated abuses of youthful prisoners, high rates of violence and injury, and that one prisoner suffered brain damage because of inmate-on-inmate attacks. A federal civil rights investigation

9288-426: The hands of one person. There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of

9396-546: The identification and nomination of directors (that shareholders vote for or against) are often done by the board itself, leading to a high degree of self-perpetuation. In a non-stock corporation with no general voting membership, the board is the supreme governing body of the institution, and its members are sometimes chosen by the board itself. Other names include board of directors and advisors , board of governors , board of managers , board of regents , board of trustees , and board of visitors . It may also be called

9504-540: The judgment and surrendered to the two illegal immigrants from El Salvador , Edwin Alfredo Mancía Gonzáles and Fátima del Socorro Leiva Medina. SPLC staff worked also with Texas prosecutors to obtain a conviction against Nethercott for possession of a gun, which was illegal for a felon. Nethercott had served time in California for assault previously. As a result, he was sentenced to serve a five-year sentence in

9612-418: The membership, especially if the membership meets infrequently, such as only at an annual general meeting . The amount of powers and authority delegated to the board depend on the bylaws and rules of the particular organization. Some organizations place matters exclusively in the board's control while in others, the general membership retains full power and the board can only make recommendations. The setup of

9720-551: The moral authority of this organization and our integrity along with it." One former employee wrote that the "unchecked power of lavishly compensated white men at the top" of the SPLC contributed to a culture which made black and female employees the targets of harassment. A week later, President Richard Cohen and legal director Rhonda Brownstein announced their resignations amid the internal upheaval. The associate legal director Meredith Horton quit, alleging concerns regarding workplace culture. Cohen said, "Whatever problems exist at

9828-424: The organization's own constitution and by-laws . These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation , non-executive directors are elected by

9936-429: The organization. Inside directors represent the interests of the entity's stakeholders, and often have special knowledge of its inner workings, its financial or market position, and so on. Typical inside directors are: An inside director who is employed as a manager or executive of the organization is sometimes referred to as an executive director (not to be confused with the title executive director sometimes used for

10044-452: The powers of the board are vested in the board as a whole, and not in the individual directors. However, in instances an individual director may still bind the company by their acts by virtue of their ostensible authority (see also: the rule in Turquand's Case ). Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of

10152-454: The presence or absence of their other relationships to the organization. Corporations often appoint a former senior executive and ex-board member as honorary president , a position that does not carry any executive authority and represents recognition of the person's corporate governorship and performance. An inside director is a director who is also an employee, officer, chief executive, major shareholder , or someone similarly connected to

10260-468: The shareholders are normally the same people, and thus there is no real division of power. In large public companies , the board tends to exercise more of a supervisory role, and individual responsibility and management tends to be delegated downward to individual professional executives (such as a finance director or a marketing director) who deal with particular areas of the company's affairs. Another feature of boards of directors in large public companies

10368-577: The terms of his probation. He made underground "declarations of war" against Jews and the federal government before being arrested again. Found guilty of weapons violations, he went to federal prison for three years. In 1987, Dees and Michael Figures won a case against the United Klans of America for the lynching of Michael Donald , a black teenager in Mobile, Alabama . The SPLC used an unprecedented legal strategy of holding an organization responsible for

10476-465: The world such as a corporation, limited liability company, cooperative, business trust, partnership, private limited company, and public limited company. Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets. More recently, however, material is becoming available for boards of private and closely held businesses including family businesses. A board-only organization

10584-505: Was Sims v. Amos (consolidated with Nixon v. Brewer ) in which the U.S. District Court for the Middle of Alabama ordered the state legislature to reapportion its election system. The result of the decision, which the U.S. Supreme Court affirmed, was that fifteen black legislators were elected in 1974. In 1979, the Klan began a summer of attacks against civil rights groups, beginning in Alabama. In Decatur, Alabama , Klan members clashed with

10692-434: Was "convinced that the day [would] come when non-profit groups [would] no longer be able to rely on support through mail because of posting and printing costs". The Los Angeles Times reported that by 2017, the SPLC's financial resources "nearly totaled half a billion dollars in assets". For 2018, its endowment was approximately $ 471 million per its annual report and SPLC spent 49% of its revenue on programs. According to

10800-461: Was awarded stemming from arson convictions; these Klan units burned down the historic black church in 1995. Morris Dees told the press, "If we put the Christian Knights out of business, what's that worth? We don't look at what we can collect. It's what the jury thinks this egregious conduct is worth that matters, along with the message it sends." According to The Washington Post the amount is

10908-444: Was cited as "of the most widely read periodicals dedicated to diversity and social justice in education". In 2016, the SPLC's "ranks swelled" and its "endowment surged" after US President Donald Trump was elected, resulting in the hiring of 200 new employees. In March 2019, founder Morris Dees was fired. In April, Karen Baynes-Dunning was named as interim president and CEO. After a "tumultuous year", in mid-December 2019, staff at

11016-441: Was co-founded Friberg, announced that it had also departed from the AltRight Corporation. With the departures of Jorjani and Friberg, Richard Spencer was the only co-founder left at the corporation. In August 2018, Greg Conte, a close ally of Spencer, resigned from multiple Spencer-related positions he held, including one at the AltRight Corporation. Southern Poverty Law Center The Southern Poverty Law Center ( SPLC )

11124-513: Was designed by Maya Lin . In 1995, the Montgomery Advertiser won a Pulitzer Prize recognition for work that probed management self-interest, questionable practices, and employee racial discrimination allegations in the SPLC. The Center's "Teaching Tolerance" project was initiated in 1991. In 2008, the SPLC and Dees were featured on National Geographic ' s Inside American Terror explaining their litigation strategy against

11232-548: Was endorsed by the House of Lords in Quin & Axtens v Salmon [1909] AC 442 and has since received general acceptance. Under English law, successive versions of Table A have reinforced the norm that, unless the directors are acting contrary to the law or the provisions of the Articles, the powers of conducting the management and affairs of the company are vested in them. The modern doctrine

11340-644: Was eventually removed from the court and the Supreme Court justices had the monument removed from the building. In 2003, the SPLC, the Mexican American Legal Defense and Educational Fund , and local attorneys filed a civil suit, Leiva v. Ranch Rescue , in Jim Hogg County, Texas , against Ranch Rescue, a vigilante paramilitary group and several of its associates, seeking damages for assault and illegal detention of two illegal immigrants caught near

11448-513: Was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows: A company is an entity distinct alike from its shareholders and its directors. Some of its powers may, according to its articles, be exercised by directors, certain other powers may be reserved for the shareholders in general meeting. If powers of management are vested in the directors, they and they alone can exercise these powers. The only way in which

11556-461: Was settled in 1990 and "required Klansmen to pay damages, perform community service, and refrain from white supremacist activity." Chalmers wrote in Backfire , that the Klan had been in serious decline since the end of the 1970s. He described the "Klan summer of 1979", as a "catastrophe" for the Klan, as the SPLC's newly established Klanwatch, which became a "powerful weapon" that "tracked and litigated"

11664-698: Was undertaken by the United States Department of Justice . In settling the suit, Mississippi ended its contract with GEO Group in 2012. Additionally, under the court decree, the MDC moved the youthful offenders to state-run units. In 2012, Mississippi opened a new youthful offender unit at the Central Mississippi Correctional Facility in Rankin County. The state also agreed to not subject youthful offenders to solitary confinement and

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