Duhaime's Law Dictionary


President Definition:

The appointed or elected head of a group of individuals, such as of a company or of a state.

In Fremont, Justice Masten adopted these words to define president:

"The appointed or elected head of a temporary or permanent body of persons who presides over their meetings and proceedings."

In some models of government, the president is the head of state.

In company law, the powers and authorities of an individual holding the position of president will be as set out in the constitution of the corporate body or, if that document is silent, to the terms of the corporation's statute under which the corporate body was established.

There is a momentum in modern corporate organization of devolving the presiding officer of shareholder meetings, or of annual general meetings of non-profit groups, of the title of president and replacing it with that of Chair, chairman or chair-person. In most of those instances, the title of president is then given to what corporate bodies might alternately call chief executive officer, managing director or executive director. The rationale behind this is that the title president conveys the sense of ultimate directorial authority and as the chief executive officer is the day-to-day face of the corporate body, the title is more useful in his/her hands than on the business card of an occasional chairperson.

Of course, in some corporate organizations, the chief executive officer also acts as chair at meetings although that is arguably inappropriate since the purpose of an annual general meeting is usually to review the proposals, or set the work of the directors of which the chief executive officer is most senior. As chair, there would be a potential conflict of interest in controlling the procedure at a meeting where one's proposals are being discussed.

For example, §5.4 of the 2010 By-laws of Thomson-Reuters Corporation (a major international legal information publisher):
 

"Unless the board of directors otherwise determines, the president shall be the chief executive officer of the corporation and shall have general supervision of its business and affairs."

As a sample of one's jurisdiction (Ontario) handling of corporate nomenclature and roles, note the extraordinary powers given to the president at §97 of the Business Corporations Act:
 

"Subject to this Act or the articles or by-laws of a corporation or a unanimous shareholder agreement, all questions proposed for the consideration of the shareholders shall be determined by the majority of the votes cast and the chair presiding at the meeting shall not have a second or casting vote in case of an equality of votes; the chair presiding at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting decides, adjourn the meeting from time to time and from place to place .... ; and the president or, in his or her absence, a vice-president who is a director shall preside as chair at a meeting of shareholders."

REFERENCES:

  • Fremont Canning Co. v Wall [1941] 3 DLR 96 (ONCA)

Categories & Topics:


Always looking up definitions? Save time with our search provider (modern browsers only)

If you find an error or omission in Duhaime's Law Dictionary, or if you have suggestion for a legal term, we'd love to hear from you!