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Tuesday, April 30, 2013 11:51:28 AM
Here is some DD on it.
"In business, the executive officers are the top officers of a corporation, the chief executive officer (CEO) being the best-known type. The definition varies; for instance, the California Corporate Disclosure Act defines "executive officers" as the five most highly-compensated officers not also sitting on the board of directors. In many insurance policies, executive officer means, in the case of a corporation, any chairman, chief executive officer, chief financial officer, chief operating officer, president, or general counsel"
See the part where executive officers can be NOT iistting on the board of directors? Accordiung to CA law. And most other states are similar.
Being a VP of operations means he is resposnible for the daily running of operations in the DR. It gives him a big position (Or in this case, a fancy name instead of a paycheck.) But the board of directors is made up of different people. DJ, you mention that since he is an executive director that he IS an "inside director". Also not true. Here's that definition of inside director.
"An inside director is a director who is also an employee, officer, major shareholder, or someone similarly connected to 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:
A Chief Executive Officer (CEO) who may also be Chairman of the Board
Other executives of the organization, such as its Chief Financial Officer (CFO) or Executive Vice President
Large shareholders (who may or may not also be employees or officers)
Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located"
So although I agrfee that a VP of operations CAN be an inside director, they are not automatically an inside director, or a director at all. They still need to be elected or appiinted to the board.
I belive that WIlliam rawson (Capt Billy) was an executive officer, but was never a director. This shows what a director is, and what an executive officer is, and they are separate positions, and I think on this one you lose the battle. Bottom line is that Capt Billy was givena nice title, and made an officer (And well deserved). He was never a director, which is what the argument has been about. I think this closes the case.
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