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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 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 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, 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.

Terminology
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 the executive board.

Roles
Typical duties of boards of directors include:
 * Governing the organization by establishing broad policies and setting out strategic objectives
 * Selecting, appointing, supporting and reviewing the performance of the chief executive (of which the titles vary from organization to organization; the chief executive may be titled chief executive officer, president or executive director)
 * Terminating the chief executive
 * Ensuring the availability of adequate financial resources
 * Approving annual budgets
 * Accounting to the stakeholders for the organization's performance
 * Setting the salaries, compensation and benefits of senior management

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 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.

Directors
The directors of an organization are the persons who are members of its board. Several specific terms categorize directors by the presence or absence of their other relationships to the organization.

Honorary members
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.

Inside director
An inside director is a director who is also an employee, officer, chief executive, 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 chair 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

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 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.

Outside director
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 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 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 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.

Terminology

 * Director – a person appointed to serve on the board of an organization, such as an institution or business.
 * Inside director – a director who, in addition to serving on the board, has a meaningful connection to the organization
 * Outside director – a director who, other than serving on the board, has no meaningful connections to the organization
 * Executive director – an inside director who is also an executive with the organization. The term is also used, in a completely different sense, to refer to a CEO
 * Non-executive director – a director (inside or outside) who is not an executive with the organization
 * De facto director – an individual who acts as a director of the company but has not actually or validly been appointed as such.
 * Shadow director – an individual who acts as a director of the company but is not a named director (a de jure director) and does not claim or purport to act as director.
 * Nominee director – an individual who is appointed by a shareholder, creditor or interest group (whether contractually or by resolution at a company meeting) and who has a continuing loyalty to the appointors or other interest in the appointing company

Individual directors often serve on more than one board. This practice results in an interlocking directorate, where 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.

Process and structure
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 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 the US are the National Association of Corporate Directors, McKinsey and The Board Group.

Board meetings
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.

Non-corporate boards
The responsibilities of 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 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 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.

Membership organizations
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 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 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 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 the bylaws. If the bylaws do not contain such details, the section on disciplinary procedures in Robert's Rules of Order may be used.

Corporations
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 is dividend and how much it is, stock options distributed to employees, and the hiring/firing and compensation of upper management.

Governance
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 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 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 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 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 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 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 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 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 is associated with rigorous monitoring and improved corporate governance.

Two-tier system
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 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 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 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 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.

History
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 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 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 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 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 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 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.

Election and removal
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 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 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 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 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, 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 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 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 2010, the New York Times noted that several directors who had overseen companies which had failed in the financial crisis of 2007–2010 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.

Exercise of powers
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 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, 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).

Duties
Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of the shareholders, the law imposes strict duties on directors in relation to the exercise of their duties. The duties imposed on directors are fiduciary duties, similar to those that the law imposes on those in similar positions of trust: agents and trustees.

The duties apply to each director separately, while the powers apply to the board jointly. Also, the duties are owed to the company itself, and not to any other entity. This does not mean that directors can never stand in a fiduciary relationship to the individual shareholders; they may well have such a duty in certain circumstances.

"Proper purpose"
Directors must exercise their powers for a proper purpose. While in many instances an improper purpose is readily evident, such as a director looking to enrich themselves or divert an investment opportunity to a relative, such breaches usually involve a breach of the director's duty to act in good faith. Greater difficulties arise where the director, while acting in good faith, is serving a purpose that is not regarded by the law as proper.

The seminal authority in the United Kingdom in relation to what amounts to a proper purpose is the Supreme Court decision in Eclairs Group Ltd v JKX Oil & Gas plc (2015). The case concerned the powers of directors under the articles of association of the company to disenfranchise voting rights attached to shares for failure to properly comply with notice served on the shareholders. Prior to that case the leading authority was Howard Smith Ltd v Ampol Ltd [1974] AC 821. The case concerned the power of the directors to issue new shares. It was alleged that the directors had issued many new shares purely to deprive a particular shareholder of his voting majority. An argument that the power to issue shares could only be properly exercised to raise new capital was rejected as too narrow, and it was held that it would be a proper exercise of the director's powers to issue shares to a larger company to ensure the financial stability of the company, or as part of an agreement to exploit mineral rights owned by the company. If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost their majority, or a takeover bid was defeated, this would not itself make the share issue improper. But if the sole purpose was to destroy a voting majority, or block a takeover bid, that would be an improper purpose.

Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.

"Unfettered discretion"
Directors cannot, without the consent of the company, fetter their discretion in relation to the exercise of their powers, and cannot bind themselves to vote in a particular way at future board meetings. This is so even if there is no improper motive or purpose, and no personal advantage to the director.

This does not mean, however, that the board cannot agree to the company entering into a contract which binds the company to a certain course, even if certain actions in that course will require further board approval. The company remains bound, but the directors retain the discretion to vote against taking the future actions (although that may involve a breach by the company of the contract that the board previously approved).

"Conflict of duty and interest"
As fiduciaries, the directors may not put themselves in a position where their interests and duties conflict with the duties that they owe to the company. The law takes the view that good faith must not only be done, but must be manifestly seen to be done, and zealously patrols the conduct of directors in this regard; and will not allow directors to escape liability by asserting that their decisions were in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.

Transactions with the company
By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to enrich themselves with the transaction) and their duty to the company (to ensure that the company gets as much as it can out of the transaction). In some places, this rule is so strictly enforced that, even where the conflict of interest or conflict of duty is purely hypothetical, the directors can be forced to disgorge all personal gains arising from it. In Aberdeen Ry v Blaikie (1854) 1 Macq HL 461 Lord Cranworth stated in his judgment that:

 * "A corporate body can only act by agents, and it is, of course, the duty of those agents so to act as best to promote the interests of the corporation whose affairs they are conducting. Such agents have duties to discharge of a fiduciary nature towards their principal. And it is a rule of universal application that no one, having such duties to discharge, shall be allowed to enter into engagements in which he has, or can have, a personal interest conflicting or which possibly may conflict, with the interests of those whom he is bound to protect... So strictly is this principle adhered to that no question is allowed to be raised as to the fairness or unfairness of the contract entered into..." (emphasis added)

However, in many jurisdictions the members of the company are permitted to ratify transactions which would otherwise fall foul of this principle. It is also largely accepted in most jurisdictions that this principle can be overridden in the company's constitution.

In many countries, there is also a statutory duty to declare interests in relation to any transactions, and the director can be fined for failing to make disclosure.

Use of corporate property, opportunity, or information
Directors must not, without the informed consent of the company, use for their own profit the company's assets, opportunities, or information. This prohibition is much less flexible than the prohibition against the transactions with the company, and attempts to circumvent it using provisions in the articles have met with limited success.

In Regal (Hastings) Ltd v Gulliver [1942] All ER 378 the House of Lords, in upholding what was regarded as a wholly unmeritorious claim by the shareholders, held that:

 * "(i) that what the directors did was so related to the affairs of the company that it can properly be said to have been done in the course of their management and in the utilisation of their opportunities and special knowledge as directors; and (ii) that what they did resulted in profit to themselves."

And accordingly, the directors were required to disgorge the profits that they made, and the shareholders received their windfall.

The decision has been followed in several subsequent cases, and is now regarded as settled law.

Competing with the company
Directors cannot compete directly with the company without a conflict of interest arising. Similarly, they should not act as directors of competing companies, as their duties to each company would then conflict with each other.

Common law duties of care and skill
Traditionally, the level of care and skill which has to be demonstrated by a director has been framed largely with reference to the non-executive director. In Re City Equitable Fire Insurance Co [1925] Ch 407, it was expressed in purely subjective terms, where the court held that:

 * "a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience." (emphasis added)

However, this decision was based firmly in the older notions (see above) that prevailed at the time as to the mode of corporate decision making, and effective control residing in the shareholders; if they elected and put up with an incompetent decision maker, they should not have recourse to complain.

However, a more modern approach has since developed, and in Dorchester Finance Co Ltd v Stebbing [1989] BCLC 498 the court held that the rule in Equitable Fire related only to skill, and not to diligence. With respect to diligence, what was required was:

 * "such care as an ordinary man might be expected to take on his own behalf."

This was a dual subjective and objective test, and one deliberately pitched at a higher level.

More recently, it has been suggested that both the tests of skill and diligence should be assessed objectively and subjectively; in the United Kingdom, the statutory provisions relating to directors' duties in the new Companies Act 2006 have been codified on this basis.

Remedies for breach of duty
In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties:
 * Account of profits
 * Damages or compensation
 * Injunction or declaration
 * Rescission of the relevant contract
 * Restoration of the company's property
 * Summary dismissal

Current trends
Historically, directors' duties have been owed almost exclusively to the company and its members, and the board was expected to exercise its powers for the financial benefit of the company. However, more recently there have been attempts to "soften" the position, and provide for more scope for directors to act as good corporate citizens. For example, in the United Kingdom, the Companies Act 2006 requires directors of companies "to promote the success of the company for the benefit of its members as a whole" and sets out the following six factors regarding a director's duty to promote success:
 * The likely consequences of any decision in the long term
 * The interests of the company's employees
 * The need to foster the company's business relationships with suppliers, customers and others
 * The impact of the company's operations on the community and the environment
 * The desirability of the company maintaining a reputation for high standards of business conduct
 * The need to act fairly as between members of a company

This represents a considerable departure from the traditional notion that directors' duties are owed only to the company. Previously in the United Kingdom, under the Companies Act 1985, protections for non-member stakeholders were considerably more limited (see, for example, s.309 which permitted directors to take into account the interests of employees but which could only be enforced by the shareholders and not by the employees themselves). The changes have therefore been the subject of some criticism.

Board of directors technology

The adoption of technology that facilitates the meeting preparation and execution of directors continues to grow. Board directors are increasingly leveraging this technology to communicate and collaborate within a secure environment to access meeting materials, communicate with each other, and execute their governance responsibilities. This trend is particularly acute in the United States where a robust market of early adopters garnered acceptance of board software by organizations resulting in higher penetration of the board portal services in the region.

The board and society
Most companies have weak mechanisms for bringing the voice of society into the board room. They rely on personalities who were not appointed for their understanding of societal issues. Often they give limited focus (both through time and financial resource) to issues of corporate responsibility and sustainability. A social board has society designed into its structure. It elevates the voice of society through specialist appointments to the board and mechanisms that empower innovation from within the organisation. Social boards align themselves with themes that are important to society. These may include measuring worker pay ratios, linking personal social and environmental objectives to remuneration, integrated reporting, fair tax and B-Corp certification.

Social boards recognise that they are part of society and that they require more than a licence to operate to succeed. They balance short-term shareholder pressure against long-term value creation, managing the business for a plurality of stakeholders including employees, shareholders, supply chains and civil society.

Sarbanes–Oxley Act
The Sarbanes–Oxley Act of 2002 has introduced new standards of accountability on boards of U.S. companies or companies listed on U.S. stock exchanges. Under the act, directors risk large fines and prison sentences in the case of accounting crimes. Internal control is now the direct responsibility of directors. The vast majority of companies covered by the act have hired internal auditors to ensure that the company adheres to required standards of internal control. The internal auditors are required by law to report directly to an audit board, consisting of directors more than half of whom are outside directors, one of whom is a "financial expert".

The law requires companies listed on the major stock exchanges (NYSE, NASDAQ) to have a majority of independent directors—directors who are not otherwise employed by the firm or in a business relationship with it.

Size
According to the Corporate Library's study, the average size of publicly traded company's board is 9.2 members, and most boards range from 3 to 31 members. According to Investopedia, some analysts think the ideal size is seven. State law may specify a minimum number of directors, maximum number of directors, and qualifications for directors (e.g. whether board members must be individuals or may be business entities).

Committees
While a board may have several committees, two—the compensation committee and audit committee—are critical and must be made up of at least three independent directors and no inside directors. Other common committees in boards are nominating and governance.

Compensation
Directors of Fortune 500 companies received median pay of $234,000 in 2011. Directorship is a part-time job. A 2011 study by the National Association of Corporate Directors in the United States estimated that directors averaged 4.3 hours a week on board work. Surveys have indicated that about 20% of nonprofit foundations pay their board members, and 2% of American nonprofit organizations do. 80% of nonprofit organizations require board members to personally contribute to the organization. As of 2007, this percentage had increased in recent years.

Criticism
According to John Gillespie, a former investment banker and co-author of a book critical of boards, "Far too much of their time has been for check-the-box and cover-your-behind activities rather than real monitoring of executives and providing strategic advice on behalf of shareholders". At the same time, scholars have found that individual directors have a large effect on major corporate initiatives such as mergers and acquisitions and cross-border investments.

According to the International Institute of Management, the rise in investor dissatisfaction, class-action lawsuits and shareholder activism has resulted in more attention directed toward the board of directors and the lack of corporate governance accountability. Shareholders' complaints include issues such as excessive executive compensation and passive participation (lack of proper governance) of the board members. The journal paper cites examples of underperforming CEOs of Fortune 500 companies who took compensation and retirement package in hundreds of millions of dollars while the stock price of their companies lost billions of dollars. The research proposes institutionalizing a standardized board evaluation framework to help balance between the executive compensation and protecting the interest of shareholders

The issue of gender representation on corporate boards of directors has been the subject of much criticism in recent years. Governments and corporations have responded with measures such as legislation mandating gender quotas and comply or explain systems to address the disproportionality of gender representation on corporate boards. A study of the French corporate elite has found that certain social classes are also disproportionately represented on boards, with those from the upper and, especially, upper-middle classes tending to dominate.

title: Board of directors


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Balkan Wars

The Balkan Wars were a series of two conflicts that took place in the Balkan states in 1912 and 1913. In the First Balkan War, the four Balkan states of Greece, Serbia, Montenegro and Bulgaria declared war upon the Ottoman Empire and defeated it, in the process stripping the Ottomans of their European provinces, leaving only Eastern Thrace under Ottoman control. In the Second Balkan War, Bulgaria fought against the other four original combatants of the first war. It also faced an attack from Romania from the north. The Ottoman Empire lost the bulk of its territory in Europe. Although not involved as a combatant, Austria-Hungary became relatively weaker as a much enlarged Serbia pushed for union of the South Slavic peoples. The war set the stage for the July crisis of 1914 and thus served as a prelude to the First World War.

By the early 20th century, Bulgaria, Greece, Montenegro and Serbia had achieved independence from the Ottoman Empire, but large elements of their ethnic populations remained under Ottoman rule. In 1912, these countries formed the Balkan League. The First Balkan War began on 8 October 1912, when the League member states attacked the Ottoman Empire, and ended eight months later with the signing of the Treaty of London on 30 May 1913. The Second Balkan War began on 16 June 1913, when Bulgaria, dissatisfied with its loss of Macedonia, attacked its former Balkan League allies. The combined forces of Serbian and Greek armies, with their superior numbers repelled the Bulgarian offensive and counter-attacked Bulgaria by invading it from the west and the south. Romania, having taken no part in the conflict, had intact armies to strike with and invaded Bulgaria from the north in violation of a peace treaty between the two states. The Ottoman Empire also attacked Bulgaria and advanced in Thrace regaining Adrianople. In the resulting Treaty of Bucharest, Bulgaria managed to regain most of the territories it had gained in the First Balkan War. However, it was forced to cede the ex-Ottoman south part of Dobruja province to Romania.

The Balkan Wars were marked by ethnic cleansing, with all parties being responsible for grave atrocities against civilians, and inspired later atrocities including war crimes during the 1990s Yugoslav Wars.

Background

The background to the wars lies in the incomplete emergence of nation-states on the European territory of the Ottoman Empire during the second half of the 19th century. Serbia had gained substantial territory during the Russo-Turkish War (1877–1878), while Greece acquired Thessaly in 1881 (although it lost a small area back to the Ottoman Empire in 1897) and Bulgaria (an autonomous principality since 1878) incorporated the formerly distinct province of Eastern Rumelia (1885). All three countries, as well as Montenegro, sought additional territories within the large Ottoman-ruled region known as Rumelia, comprising Eastern Rumelia, Albania, Macedonia, and Thrace.

The First Balkan War had some main causes, which included:

 * 1) The Ottoman Empire was unable to reform itself, govern satisfactorily, or deal with the rising ethnic nationalism of its diverse peoples.
 * 2) The Italo-Ottoman war of 1911 and the Albanian Revolts in the Albanian Provinces showed that the Empire was deeply "wounded" and unable to strike back against another war.
 * 3) The Great Powers quarreled amongst themselves and failed to ensure that the Ottomans would carry out the needed reforms. This led the Balkan states to impose their own solution.
 * 4) The Christian populations of the European part of the Ottoman Empire were oppressed by the Ottoman Reign, thus forcing the Christian Balkan states to take action.
 * 5) Most importantly, the Balkan League was formed, and its members were confident that under those circumstances an organised and simultaneous declaration of war on the Ottoman Empire would be the only way to protect their compatriots and expand their territories in the Balkan Peninsula.

Policies of the Great Powers
Throughout the 19th century, the Great Powers shared different aims over the "Eastern Question" and the integrity of the Ottoman Empire. Russia wanted access to the "warm waters" of the Mediterranean from the Black Sea; so, it pursued a pan-Slavic foreign policy and therefore supported Bulgaria and Serbia. Britain wished to deny Russia access to the "warm waters" and supported the integrity of the Ottoman Empire, although it also supported a limited expansion of Greece as a backup plan in case integrity of the Ottoman Empire was not possible. France wished to strengthen its position in the region, especially in the Levant (today's Lebanon, Syria, and Israel).

Habsburg-ruled Austria-Hungary wished for a continuation of the existence of the Ottoman Empire, since both were troubled multinational entities and thus the collapse of the one might weaken the other. The Habsburgs also saw a strong Ottoman presence in the area as a counterweight to the Serbian nationalistic call to their own Serb subjects in Bosnia, Vojvodina and other parts of the empire. Italy's primary aim at the time seems to have been the denial of access to the Adriatic Sea to another major sea power. The German Empire, in turn, under the "Drang nach Osten" policy, aspired to turn the Ottoman Empire into its own de facto colony, and thus supported its integrity. In the late 19th and early 20th century, Bulgaria and Greece contended for Ottoman Macedonia and Thrace. Ethnic Greeks sought the forced "Hellenization" of ethnic Bulgars, who sought "Bulgarization" of Greeks (Rise of nationalism). Both nations sent armed irregulars into Ottoman territory to protect and assist their ethnic kindred. From 1904, there was low-intensity warfare in Macedonia between the Greek and Bulgarian bands and the Ottoman army (the Struggle for Macedonia). After the Young Turk revolution of July 1908, the situation changed drastically.

Young Turk Revolution
The 1908 Young Turk Revolution saw the reinstatement of constitutional monarchy in the Ottoman Empire and the start of the Second Constitutional Era. When the revolt broke out, it was supported by intellectuals, the army, and almost all the ethnic minorities of the Empire. It forced Sultan Abdul Hamid II to re-adopt the defunct Ottoman constitution of 1876 and parliament. Hopes were raised among the Balkan ethnicities of reforms and autonomy. Elections were held to form a representative, multi-ethnic, Ottoman parliament. However, following the Sultan's failed counter-coup of 1909, the liberal element of the Young Turks was sidelined and the nationalist element became dominant.

In October 1908, Austria-Hungary seized the opportunity of the Ottoman political upheaval to annex the de jure Ottoman province of Bosnia and Herzegovina, which it had occupied since 1878 (see Bosnian Crisis). Bulgaria declared independence as it had done in 1878, but this time the independence was internationally recognized. The Greeks of the autonomous Cretan State proclaimed unification with Greece, though the opposition of the Great Powers prevented the latter action from taking practical effect.

Reaction in the Balkan states
Serbia was frustrated in the north by Austria-Hungary's incorporation of Bosnia. In March 1909, Serbia was forced to accept the annexation and restrain anti-Habsburg agitation by Serbian nationalists. Instead, the Serbian government (PM: Nikola Pašić) looked to formerly Serb territories in the south, notably "Old Serbia" (the Sanjak of Novi Pazar and the province of Kosovo).

On 15 August 1909, the Military League, a group of Greek officers, launched a coup. The Military League sought the creation of a new political system and thus summoned the Cretan politician Eleftherios Venizelos to Athens as its political advisor. Venizelos persuaded King George I to revise the constitution and asked the League to disband in favor of a National Assembly. In March 1910, the Military League dissolved itself.

Bulgaria, which had secured Ottoman recognition of her independence in April 1909 and enjoyed the friendship of Russia, also looked to annex districts of Ottoman Thrace and Macedonia. In August 1910, Montenegro followed Bulgaria's precedent by becoming a kingdom.

Pre-War treaties

Following the Italian victory in the Italo-Turkish War of 1911–1912, the severity of the Ottomanizing policy of the Young Turkish regime and a series of three revolts in Ottoman held Albania, the Young Turks fell from power after a coup. The Christian Balkan countries were forced to take action and saw this as an opportunity to promote their national agenda by expanding in the territories of the falling empire and liberating their enslaved co-patriots. In order to achieve that, a wide net of treaties was constructed and an alliance was formed.

The negotiation among the Balkan states' governments started in the latter part of 1911 and was all conducted in secret. The treaties and military conventions were published in French translations after the Balkan Wars on 24–26 of November in Le Matin, Paris, France In April 1911, Greek PM Eleutherios Venizelos’ attempt to reach an agreement with the Bulgarian PM and form a defensive alliance against the Ottoman Empire was fruitless, because of the doubts the Bulgarians held on the strength of the Greek Army. Later that year, in December 1911, Bulgaria and Serbia agreed to start negotiations in forming an alliance under the tight inspection of Russia. The treaty between Serbia and Bulgaria was signed on 29 of February/13 of March 1912. Serbia sought expansion to "Old Serbia" and as Milan Milovanovich noted in 1909 to the Bulgarian counterpart, "As long as we are not allied with you, our influence over the Croats and Slovens will be insignificant". On the other side, Bulgaria wanted the autonomy of Macedonia region under the influence of the two countries. The then Bulgarian Minister of Foreign Affairs General Stefan Paprikov stated in 1909 that, "It will be clear that if not today then tomorrow, the most important issue will again be the Macedonian Question. And this question, whatever happens, cannot be decided without more or less direct participation of the Balkan States". Last but not least, they noted down the divisions that should be made of the Ottoman territories after a victorious outcome of the war. Bulgaria would gain all the territories eastern of Rodopi Mountains and River Strimona, while Serbia would annex the territories northern and western of Mount Skardu.

The alliance pact between Greece and Bulgaria was finally signed on 16/29 of May 1912, without stipulating any specific division of Ottoman territories. In summer 1912, Greece proceeded on making "gentlemen's agreements" with Serbia and Montenegro. Despite the fact that a draft of the alliance pact with Serbia was submitted on 22 of October, a formal pact was never signed due to the outbreak of the war. As a result, Greece did not have any territorial or other commitments, other than the common cause to fight the Ottoman Empire.

In April 1912 Montenegro and Bulgaria reached an agreement including financial aid to Montenegro in case of war with the Ottoman Empire. A gentlemen's agreement with Greece was reached soon after, as mentioned before. By the end of September a political and military alliance between Montenegro and Serbia was achieved. By the end of September 1912, Bulgaria had formal-written alliances with Serbia, Greece, and Montenegro. A formal alliance was also signed between Serbia and Montenegro, while Greco-Montenegrin and Greco-Serbian agreements were basically oral "gentlemen's agreements". All these completed the formation of the Balkan League.

Balkan League
At that time, the Balkan states had been able to maintain armies that were both numerous, in relation to each country's population, and eager to act, being inspired by the idea that they would free enslaved parts of their homeland. The Bulgarian Army was the leading army of the coalition. It was a well-trained and fully equipped army, capable of facing the Imperial Army. It was suggested that the bulk of the Bulgarian Army would be in the Thracian front, as it was expected that the front near the Ottoman Capital would be the most crucial one. The Serbian Army would act on the Macedonian front, while the Greek Army was thought powerless and was not taken under serious consideration. Greece was needed in the Balkan League for its navy and its capability to dominate the Aegean Sea, cutting off the Ottoman Armies from reinforcements.

On 13 (O.S.)/26 of September 1912, the Ottoman mobilization in Thrace forced Serbia and Bulgaria to act and order their own mobilization. On 17/30 of September Greece also ordered mobilization. On 25 of September/8 of October, Montenegro declared war on the Ottoman Empire, after negotiations failed regarding the border status. On 30 of September/13 of October, the ambassadors of Serbia, Bulgaria, and Greece delivered the common ultimatum to the Ottoman government, which was immediately rejected. The Empire withdrew its ambassadors from Sofia, Belgrade, and Athens, while the Bulgarian, Serbian and Greek diplomats left the Ottoman capital delivering the war declaration on 4/17 of October 1912.

First Balkan War

The three Slavic allies (Bulgaria, Serbia, and Montenegro) had laid out extensive plans to coordinate their war efforts, in continuation of their secret prewar settlements and under close Russian supervision (Greece was not included). Serbia and Montenegro would attack in the theater of Sanjak, Bulgaria, and Serbia in Macedonia and Thrace.

The Ottoman Empire's situation was difficult. Its population of about 26 million people provided a massive pool of manpower, but three-quarters of the population lived in the Asian part of the Empire. Reinforcements had to come from Asia mainly by sea, which depended on the result of battles between the Turkish and Greek navies in the Aegean.

With the outbreak of the war, the Ottoman Empire activated three Army HQs: the Thracian HQ in Constantinople, the Western HQ in Salonika, and the Vardar HQ in Skopje, against the Bulgarians, the Greeks and the Serbians respectively. Most of their available forces were allocated to these fronts. Smaller independent units were allocated elsewhere, mostly around heavily fortified cities.

Montenegro was the first to declare war on 8 October (25 September O.S.). Its main thrust was towards Shkodra, with secondary operations in the Novi Pazar area. The rest of the Allies, after giving a common ultimatum, declared war a week later. Bulgaria attacked towards Eastern Thrace, being stopped only at the outskirts of Constantinople at the Çatalca line and the isthmus of the Gallipoli peninsula, while secondary forces captured Western Thrace and Eastern Macedonia. Serbia attacked south towards Skopje and Monastir and then turned west to present-day Albania, reaching the Adriatic, while a second Army captured Kosovo and linked with the Montenegrin forces. Greece's main forces attacked from Thessaly into Macedonia through the Sarantaporo strait. On 7 November, in response to an Ottoman initiative, they entered into negotiations for the surrender of Thessaloniki. With the Greeks already there, and the Bulgarian 7th Rila Division moving swiftly from the north towards Thessaloniki, Hassan Tahsin Pasha considered his position to be hopeless. The Greeks offered more attractive terms than the Bulgarians did. On 8 November, Tahsin Pasha agreed to terms and 26,000 Ottoman troops passed over into Greek captivity. Before the Greeks entered the city, a German warship whisked the former sultan Abdul Hamid II out of Thessaloniki to continue his exile, across the Bosporus from Constantinople. With their army in Thessaloniki, the Greeks took new positions to the east and northeast, including Nigrita. On 12 November (on 26 October 1912, O.S.) Greece expanded its occupied area and teamed up with the Serbian army to the northwest, while its main forces turned east towards Kavala, reaching the Bulgarians. Another Greek army attacked into Epirus towards Ioannina.

On the naval front, the Ottoman fleet twice exited the Dardanelles and was twice defeated by the Greek Navy, in the battles of Elli and Lemnos. Greek dominance on the Aegean Sea made it impossible for the Ottomans to transfer the planned troops from the Middle East to the Thracian (against the Bulgarian) and to the Macedonian (against the Greeks and Serbians) fronts. According to E.J. Erickson the Greek Navy also played a crucial, albeit indirect role, in the Thracian campaign by neutralizing no less than three Thracian Corps (see First Balkan War, the Bulgarian theater of operations), a significant portion of the Ottoman Army there, in the all-important opening round of the war. After the defeat of the Ottoman fleet, the Greek Navy was also free to occupy the islands of the Aegean. General Nikola Ivanov identified the activity of the Greek Navy as the chief factor in the general success of the allies.

In January, after a successful coup by young army officers, the Ottoman Empire decided to continue the war. After a failed Ottoman counter-attack in the Western-Thracian front, Bulgarian forces, with the help of the Serbian Army, managed to conquer Adrianople, while Greek forces managed to take Ioannina after defeating the Ottomans in the Battle of Bizani. In the joint Serbian-Montenegrin theater of operation, the Montenegrin army besieged and captured the Shkodra, ending the Ottoman presence in Europe west of the Çatalca line after nearly 500 years. The war ended officially with the Treaty of London on 30(17) May 1913.

Prelude to the Second Balkan War
After pressure from the Great Powers towards Greece and Serbia, who had postponed signing in order to fortify their defensive positions, the signing of the Treaty of London took place on 30 May 1913. With this treaty, the war between the Balkan Allies and the Ottoman Empire came to an end. From now on, the Great Powers had the right of decision on the territorial adjustments that had to be made, which even led to the creation of an independent Albania. Every Aegean island belonging to the Ottoman Empire, with the exception of Imbros and Tenedos, was handed over to the Greeks, including the island of Crete.

Furthermore, all European territory of the Ottoman Empire west of the Enos-Midiya (Enez-Kıyıköy) line, was ceded to the Balkan League, but the division of the territory among the League was not to be decided by the Treaty itself.

This event led to the formation of two ‘de facto’ military occupation zones on Macedonian territory, as Greece and Serbia tried to create a common border. In turn, Bulgarians were furious about Serbia's refusal to honour its commitments under the 1912 Serbo-Bulgarian Treaty, which had split the geographic region of Macedonia into two zones, one contested between Serbia and Bulgaria, and another one, recognised by the two countries as Bulgarian by rights.

Before the war, Serbia had relinquished its claim to the territory east of the Ohrid-Kriva Palanka line in favour of Bulgaria (the ‘Uncontested Zone’), while the future of some 11,000 square km2 of territory, forming the northwestern corner of geographic region of Macedonia (the ‘Contested Zone’), was to be decided by the Russian Emperor, who was Senior Arbitrary and Guarantor of the alliance.

Assured by the clauses of the Treaty that it would receive what it considered its fair share of Macedonia, Bulgaria sent almost all of its troops to the Thracian front, which was expected to, and eventually did indeed, decide the outcome of the war. At the same time, Serbia pushed into Kosovo and northern Macedonia.

As the establishment of an independent Albanian state, brokered by Italy and Austria-Hungary, deprived the Serbs of their much-coveted Adriatic port, they demanded not only the entire Contested Zone, but also all of the Uncontested one they had occupied. Bulgarian efforts to appeal to the Russian Emperor, quoting, for example, the clauses of the Treaty, the material difference between Serbian (29,698) and Bulgarian casualties (87,926) or the surrender of the Bulgarian City of Silistra to Romania as compensation for its continued neutrality proved futile. Russian Foreign Minister Sergey Sazonov instead kept encouraging Bulgaria to accede to an ever-increasing list of Serbian demands.

In the end, Bulgaria's overreliance on the Russian Empire, a power which had anathemised the Unification of Bulgaria, invited the Ottoman Sultan to reconquer Eastern Rumelia and organised a coup against the Bulgarian Prince only three decades prior and which had watched Ferdinand's charge towards Istanbul with ill-disguised alarm due to its own long-standing aspirations towards the Turkish Straits,  Bulgaria's unwillingness to reach a compromise with Greece, despite several attempts made by Greek Prime Minister Venizelos, and Serbian insistence to keep all conquered territory paved the way to another conflict.

On 1 May 1913, Greece and Serbia settled their differences and signed a military alliance directed against Bulgaria. On the night of 29 June 1913, the Bulgarian army made an ill-advised attempt to gain an advantage in the negotiations by pushing out Serbian and Greek forces out of several disputed territories without a battle plan or declaration of war, naively thinking that this would be regarded as a mere altercation. Instead, the action gave Serbia and Greece casus belli and kicked off the Second Balkan War.

Second Balkan War

Though the Balkan allies had fought together against the common enemy, that was not enough to overcome their mutual rivalries. In the original document for the Balkans league, Serbia promised Bulgaria most of Macedonia. But before the first war had come to an end, Serbia (in violation of the previous agreement) and Greece revealed their plan to keep possession of the territories that their forces had occupied. This act prompted the tsar of Bulgaria to invade his allies. The Second Balkan War broke out on 29 (16) June 1913, when Bulgaria attacked its erstwhile allies in the First Balkan War, Serbia and Greece, while Montenegro and the Ottoman Empire intervened later against Bulgaria, with Romania attacking Bulgaria from the north in violation of a peace treaty.

When the Greek army had entered Thessaloniki in the First Balkan War ahead of the Bulgarian 7th division by only a day, they were asked to allow a Bulgarian battalion to enter the city. Greece accepted in exchange for allowing a Greek unit to enter the city of Serres. The Bulgarian unit that entered Thessaloniki turned out to be an 18,000-strong division instead of the battalion, which caused concern among the Greeks, who viewed it as a Bulgarian attempt to establish a condominium over the city. In the event, due to the urgently needed reinforcements in the Thracian front, Bulgarian Headquarters was soon forced to remove its troops from the city (while the Greeks agreed by mutual treaty to remove their units based in Serres) and transport them to Dedeağaç (modern Alexandroupolis), but it left behind a battalion that started fortifying its positions.

Greece had also allowed the Bulgarians to control the stretch of the Thessaloniki-Constantinople railroad that lay in Greek-occupied territory since Bulgaria controlled the largest part of this railroad towards Thrace. After the end of the operations in Thrace, and confirming Greek concerns, Bulgaria was not satisfied with the territory it controlled in Macedonia and immediately asked Greece to relinquish its control over Thessaloniki and the land north of Pieria, effectively handing over all of Greek Macedonia. These demands, with the Bulgarian refusal to demobilize its army after the Treaty of London had ended the common war against the Ottomans, alarmed Greece, which decided to also keep its army mobilized. A month after the Second Balkan War started, the Bulgarian community of Thessaloniki no longer existed, as hundreds of long-time Bulgarian locals were arrested. Thirteen hundred Bulgarian soldiers and about five hundred komitadjis were also arrested and transferred to Greek prisons. In November 1913, the Bulgarians were forced to admit their defeat, as the Greeks received international recognition on their claim of Thessaloniki.

Similarly, in modern North Macedonia, the tension between Serbia and Bulgaria due to the latter's aspirations over Vardar Macedonia generated many incidents between their respective armies, prompting Serbia to keep its army mobilized. Serbia and Greece proposed that each of the three countries reduce its army by a quarter, as the first step towards a peaceful solution, but Bulgaria rejected it. Seeing the omens, Greece and Serbia started a series of negotiations and signed a treaty on 1 June(19 May) 1913. With this treaty, a mutual border was agreed between the two countries, together with an agreement for mutual military and diplomatic support in case of a Bulgarian or/and Austro-Hungarian attack. Tsar Nicholas II of Russia, being well informed, tried to stop the upcoming conflict on 8 June, by sending an identical personal message to the Kings of Bulgaria and Serbia, offering to act as arbitrator according to the provisions of the 1912 Serbo-Bulgarian treaty. But Bulgaria, by making the acceptance of Russian arbitration conditional, in effect denied any discussion, causing Russia to repudiate its alliance with Bulgaria (see Russo-Bulgarian military convention signed 31 May 1902).

The Serbs and the Greeks had a military advantage on the eve of the war because their armies confronted comparatively weak Ottoman forces in the First Balkan War and suffered relatively light casualties, while the Bulgarians were involved in heavy fighting in Thrace. The Serbs and Greeks had time to fortify their positions in Macedonia. The Bulgarians also held some advantages, controlling internal communication and supply lines.

On 29(16) June 1913, General Savov, under direct orders of Tsar Ferdinand I, issued attack orders against both Greece and Serbia without consulting the Bulgarian government and without an official declaration of war. During the night of 30(17) June 1913, they attacked the Serbian army at Bregalnica river and then the Greek army in Nigrita. The Serbian army resisted the sudden night attack, while most of the soldiers did not even know who they were fighting with, as Bulgarian camps were located next to Serbs and were considered allies. Montenegro's forces were just a few kilometers away and also rushed to the battle. The Bulgarian attack was halted.

The Greek army was also successful. It retreated according to plan for two days while Thessaloniki was cleared of the remaining Bulgarian regiment. Then, the Greek army counterattacked and defeated the Bulgarians at Kilkis (Kukush), after which the mostly Bulgarian town was plundered and burnt and part of its mostly Bulgarian population massacred by the Greek army. Following the capture of Kilkis, the Greek army's pace was not quick enough to prevent the retaliatory destruction of Nigrita, Serres, and Doxato and massacres of non-combatant Greek inhabitants at Sidirokastro and Doxato by the Bulgarian army. The Greek committed further war crimes against the Bulgarian population during it advance - in total about 160 Bulgarian villages were destroyed and most of their population expelled. with multiple additional massacres of the Bulgarian civilian population. The Greek army then divided its forces and advanced in two directions. Part proceeded east and occupied Western Thrace. The rest of the Greek army advanced up to the Struma River valley, defeating the Bulgarian army in the battles of Doiran and Mt. Beles, and continued its advance to the north towards Sofia. In the Kresna straits, the Greeks were ambushed by the Bulgarian 2nd and 1st Armies, newly arrived from the Serbian front, that had already taken defensive positions there following the Bulgarian victory at Kalimanci.

By 30 July, the Greek army was outnumbered by the counter-attacking Bulgarian army, which attempted to encircle the Greeks in a Cannae-type battle, by applying pressure on their flanks. The Greek army was exhausted and faced logistical difficulties. The battle was continued for 11 days, between 29 July and 9 August over 20 km of a maze of forests and mountains with no conclusion. The Greek king, seeing that the units he fought were from the Serbian front, tried to convince the Serbs to renew their attack, as the front ahead of them was now thinner, but the Serbs declined. By then, news came of the Romanian advance toward Sofia and its imminent fall. Facing the danger of encirclement, Constantine realized that his army could no longer continue hostilities. Thus, he agreed to Eleftherios Venizelos' proposal and accepted the Bulgarian request for an armistice as had been communicated through Romania.

Romania had raised an army and declared war on Bulgaria on 10 July (27 June) as it had from 28 (15) June officially warned Bulgaria that it would not remain neutral in a new Balkan war, due to Bulgaria's refusal to cede the fortress of Silistra as promised before the First Balkan War in exchange for Romanian neutrality. Its forces encountered little resistance and, by the time the Greeks accepted the Bulgarian request for an armistice, they had reached Vrazhdebna, 7 mi from the center of Sofia.

Seeing the military position of the Bulgarian army, the Ottomans decided to intervene. They attacked, and, finding no opposition, managed to win back all of their lands which had been officially ceded to Bulgaria as a part of the Sofia Conference in 1914, i.e. Thrace with its fortified city of Adrianople, regaining an area in Europe which was only slightly larger than the present-day European territory of the Republic of Turkey.

Reactions among the Great Powers during the wars

The developments that led to the First Balkan War did not go unnoticed by the Great Powers. Although there was an official consensus between the European Powers over the territorial integrity of the Ottoman Empire, which led to a stern warning to the Balkan states, unofficially each of them took a different diplomatic approach due to their conflicting interests in the area. As a result, any possible preventive effect of the common official warning was cancelled by the mixed unofficial signals, and failed to prevent or to stop the war:

 * Russia was a prime mover in the establishment of the Balkan League and saw it as an essential tool in case of a future war against its rival, the Austro-Hungarian Empire. However, it was unaware of the Bulgarian plans over Thrace and Constantinople, territories on which it had long-held ambitions, and on which it had just secured a secret agreement of expansion from its allies France and Britain, as a reward for participating in the upcoming Great War against the Central Powers.
 * France, not feeling ready for a war against Germany in 1912, took a totally negative position against the war, firmly informing its ally Russia that it would not take part in a potential conflict between Russia and Austria-Hungary if it resulted from the actions of the Balkan League. The French, however, failed to achieve British participation in a common intervention to stop the Balkan conflict.
 * Great Britain, although officially a staunch supporter of the Ottoman Empire's integrity, took secret diplomatic steps encouraging Greek entry into the League in order to counteract Russian influence. At the same time, it encouraged Bulgarian aspirations over Thrace, preferring a Bulgarian Thrace to a Russian one, despite the assurances the British government had given to the Russians in regard to Russia's expansion there.
 * Austria-Hungary, struggling for a port on the Adriatic and seeking ways for expansion in the south at the expense of the Ottoman Empire, was totally opposed to any other nation's expansion in the area. At the same time, the Habsburg empire had its own internal problems with significant Slav populations that campaigned against German-Hungarian control of the multinational state. Serbia, whose aspirations in the direction of Austrian-held Bosnia were no secret, was considered an enemy and the main tool of Russian machinations that were behind the agitation of Austria's Slav subjects. But Austria-Hungary failed to secure German backup for a firm reaction. Initially, Emperor Wilhelm II told the Archduke Franz Ferdinand that Germany was ready to support Austria in all circumstances — even at the risk of a world war, but the Austro-Hungarians hesitated. Finally, in the German Imperial War Council of 8 December 1912 the consensus was that Germany would not be ready for war until at least mid-1914 and passed notes to that effect to the Habsburgs. Consequently, no actions could be taken when the Serbs acceded to the Austrian ultimatum of 18 October and withdrew from Albania.
 * Germany, already heavily involved in internal Ottoman politics, officially opposed a war against the Empire. But, in her effort to win Bulgaria for the Central Powers, and seeing the inevitability of Ottoman disintegration, was toying with the idea of replacing the Balkan area of the Ottomans with a friendly Greater Bulgaria in her San Stefano borders—an idea that was based on the German origin of the Bulgarian King and his anti-Russian sentiments.

The Second Balkan war was a catastrophic blow to Russian policies in the Balkans, which for centuries had focused on access to the "warm seas". First, it marked the end of the Balkan League, a vital arm of the Russian system of defense against Austria-Hungary. Second, the clearly pro-Serbian position Russia had been forced to take in the conflict, mainly due to the disagreements over land partitioning between Serbia and Bulgaria, caused a permanent break-up between the two countries. Accordingly, Bulgaria reverted its policy to one closer to the Central Powers' understanding over an anti-Serbian front, due to its new national aspirations, now expressed mainly against Serbia. As a result, Serbia was isolated militarily against its rival Austria-Hungary, a development that eventually doomed Serbia in the coming war a year later. Most damaging, the new situation effectively trapped Russian foreign policy: After 1913, Russia could not afford to lose its last ally in this crucial area and thus had no alternatives but to unconditionally support Serbia when the crisis between Serbia and Austria escalated in 1914. This was a position that inevitably drew Russia into an unwelcome World War with devastating results since it was less prepared (both militarily and socially) for that event than any other Great Power.

Austria-Hungary took alarm at the great increase in Serbia's territory at the expense of its national aspirations in the region, as well as Serbia's rising status, especially to Austria-Hungary's Slavic populations. This concern was shared by Germany, which saw Serbia as a satellite of Russia. These concerns contributed significantly to the two Central Powers' willingness to go to war against Serbia. This meant that when a Serbian backed organization assassinated Archduke Franz Ferdinand of Austria, the reform-minded heir to the Austro-Hungarian throne, causing the 1914 July Crisis, the conflict quickly escalated and resulted in the First World War.

The Treaty of Bucharest
The epilogue to this nine-month pan-Balkan war was drawn mostly by the treaty of Bucharest, 10 August 1913. Delegates of Greece, Serbia, Montenegro, and Bulgaria, hosted by the deputy of Romania arrived in Bucharest to settle negotiations. Ottoman's request to participate was rejected, on the basis that the talks were to deal with matters strictly among the Balkan allies. The Great Powers maintained a very influential presence, but they did not dominate the proceedings. The Treaty partitioned Macedonia, made changes to the Balkan borders and established the independent state of Albania. Serbia gained the territory of north-east Macedonia, settled the eastern borders with Bulgaria and gained the eastern half of the Sanjak of Novi-Bazar, doubling its size. Montenegro gained the western half of the Sanjak of Novi-Bazar and secured the borders with Serbia. Greece more than doubled its size by gaining southern Epirus, the biggest part of southern Macedonia, including the city-port of Kavala in its eastern border. The Aegean Islands were annexed by the Greek Kingdom, apart from the Dodecanese, and the Cretan unification was completed and formalized. Romania annexed the southern part of Dobruja province. Bulgaria, even though defeated, managed to hold some territorial gains from the First Balkan War. Bulgaria embraced a portion of Macedonia, including the town of Strumnitza, and western Thrace with a 70-mile Aegean coastline including the port-town of Alexandroupolis.

The Final Treaties
The Bulgarian delegates then met the Ottomans for negotiations in Constantinople. Bulgaria's hope to regain lost territories in Eastern Thrace, where the bulk of Bulgarian forces had struggled to conquer and many died, was dashed as the Turks retained the lands they had regained in the counter-attack. The straight line of Ainos-Midia was not accepted for the eastern Border; the regions of Lozengrad, Lyule Burgas-Buni Hisar, and Adrianople reverted to the Ottomans. After this Treaty of Constantinople, 30 September 1913, Bulgaria sought an alliance with the Ottoman Empire against Greece and Serbia (in support of their claims to Macedonia).

This was followed by the Treaty of Athens, 14 November 1913, between the Turks and Greeks, concluding the conflict between them. However, the status of the Aegean Islands, under Greek control, was left in question. Especially the islands of Imvros and Tenedos strategically positioned near the Dardanelles Straights. Even after signing this treaty, relations between the two countries remained very bad, and war almost broke out in spring 1914.

Finally, the second Treaty in Constantinople re-established the relations between Serbia and the Ottoman Empire, concluding officially the Balkan Wars. Montenegro never signed a pact with the Turks.

The Balkan Wars brought to an end Ottoman rule of the Balkan Peninsula, except for eastern Thrace and Constantinople (now Istanbul). The Young Turk regime was unable to reverse their Empire's decline, but remained in power, establishing a dictatorship in June 1913.

Legacy
Citizens of Turkey regard the Balkan Wars as a major disaster (Balkan harbi faciası) in the nation's history. The Ottoman Empire lost all its European territories west of the River Maritsa as a result of the two Balkan Wars, which thus delineated present-day Turkey's western border. By 1923, only 38% of the Muslim population of 1912 still lived in the Balkans and majority of Balkan Turks had been killed or expelled. The unexpected fall and sudden relinquishing of Turkish-dominated European territories created a traumatic event amongst many Turks that triggered the ultimate collapse of the empire itself within five years. Paul Mojzes has called the Balkan Wars an unrecognized genocide.

Nazım Pasha, Chief of Staff of the Ottoman Army, was held responsible for the failure and was assassinated on 23 January 1913 during the 1913 Ottoman coup d'état.

Most Greeks regard the Balkan Wars as a period of epic achievements. They managed to liberate and gain territories that had been inhabited by Greeks since ancient times and doubled the size of the Greek Kingdom, capturing major cities such as Thessaloniki and Ioannina that had been under Ottoman rule for almost half a millennium. The Greek Army, small and ill-equipped compared to the superior Ottoman but also Bulgarian and Serbian armies, won very important battles. That made Greece a viable pawn in the Great Powers' chess play. Two great personalities rose in the Greek political arena, Prime Minister Eleftherios Venizelos, the leading mind behind the Greek foreign policy, and Crown Prince, and later King, Konstantinos I, the Major General of the Greek Army.

license: Creative Commons - Attribution Share-Alike - https://creativecommons.org/licenses/by-sa/4.0/

title: Balkan Wars


text:
Buffalo

Buffalo most commonly refers to:

Buffalo or buffaloes may also refer to:
 * True buffalo or Bubalina, a subtribe of wild cattle, including most "Old World" buffalo, such as water buffalo
 * Buffalo (bison), a genus of wild cattle, including the American buffalo
 * Buffalo, New York, a city in the northeastern United States

Animals

 * Bubalina, a subtribe of the tribe Bovini within the subfamily Bovinae
 * African buffalo or Cape Buffalo (Syncerus caffer)
 * Bubalus, a genus of bovines including various water buffalo species
 * Wild water buffalo (Bubalus arnee)
 * Water buffalo (Bubalus bubalis)
 * Italian Mediterranean buffalo, a breed of water buffalo
 * Anoa
 * Tamaraw (Bubalus mindorensis)
 * Bubalus murrensis, an extinct species of water buffalo that occupied riverine habitats in Europe in the Pleistocene
 * Bison, large, even-toed ungulates in the genus Bison within the subfamily Bovinae
 * American bison (Bison bison), also commonly referred to as the American buffalo or simply "buffalo" in North America
 * European bison is also known as the European buffalo
 * Ictiobus, a North American genus of fish, known as buffalos

Canada

 * Buffalo, Alberta, a ghost town
 * Buffalo National Park, Alberta
 * Rural Municipality of Buffalo No. 409, Saskatchewan, a rural municipality
 * Calgary-Buffalo, Alberta, a provincial electoral district
 * Province of Buffalo, a proposed Canadian province

United States

 * Buffalo, New York, the largest city by population with its name
 * Buffalo–Niagara Falls metropolitan area
 * Buffalo Niagara International Airport
 * Buffalo, Illinois
 * Buffalo, Indiana
 * Buffalo, Iowa
 * Buffalo, Kansas
 * Buffalo, Kentucky
 * Buffalo, Minnesota
 * Buffalo, Missouri
 * Buffalo, Montana
 * Buffalo, Nebraska
 * Buffalo, North Carolina
 * Buffalo, North Dakota
 * Buffalo, Guernsey County, Ohio
 * Buffalo, Jackson County, Ohio
 * Buffalo, Oklahoma
 * Buffalo, South Carolina
 * Buffalo, South Dakota
 * Buffalo, Tennessee (disambiguation)
 * Buffalo, Texas
 * Buffalo, Henderson County, Texas
 * Buffalo, West Virginia
 * Buffalo, Jackson County, West Virginia
 * Buffalo, Buffalo County, Wisconsin
 * Buffalo, Marquette County, Wisconsin
 * Buffalo, Wyoming

Elsewhere

 * Buffalo, Victoria, Australia
 * Buffalo City Metropolitan Municipality, Eastern Cape Province, South Africa

Multiple entities

 * Buffalo City (disambiguation)
 * Buffalo County (disambiguation)
 * Buffalo Gap (disambiguation)
 * Buffalo Township (disambiguation)
 * Buffalo Trace (disambiguation)

Clothing

 * Buffalo (footwear), a clothing brand
 * Buffalo robe, a cured bison hide with the hair, used for saddles, blankets, and padding in carriages and sleighs
 * Buffalo coat, a heavy winter coat made from a buffalo robe or hide

Coins

 * American Buffalo (coin), a 24-karat bullion coin introduced 2006
 * Buffalo nickel, a copper-nickel coin minted 1913–1938

Games

 * Buffalo (card game), a card game
 * Buffalo (game), a drinking game

Music

 * Buffalo (band), an Australian hard rock group
 * Buffalo (EP), by Buffalo
 * Buffalo (Frank Zappa album)
 * Buffalo (The Phoenix Foundation album)
 * "Buffalo", by Tyler, the Creator from Cherry Bomb

People

 * Chief Buffalo (disambiguation)
 * Norton Buffalo (1951–2009), American singer-songwriter and musician
 * Ted Buffalo (1885–1969), Native American football player
 * Tishynah Buffalo, Indigenous Canadian fashion designer
 * John Buffalo Mailer (born 1978), American writer and actor
 * Black Buffalo (wrestler) (born 1974), Japanese professional wrestler
 * Buffalo Bill, William Frederick "Buffalo Bill" Cody (1846–1917), an American scout, bison hunter, and showman

Schools

 * University at Buffalo, known as Buffalo, is a public research university with campuses in Buffalo and Amherst, New York
 * Buffalo State College, a public college in Buffalo, New York

Baseball

 * Northern Territory Buffaloes, a defunct Australian baseball team
 * Orix Buffaloes, a 2004–present Japanese baseball team
 * Osaka Kintetsu Buffaloes, a 1950–2004 Japanese baseball team
 * Buffalo Bisons, a professional minor league baseball team based in Buffalo, New York.

Basketball

 * Ciego de Avila (basketball), a Cuban basketball team, nicknamed Búfalos

Football

 * Buffalo Bills, a National Football League team
 * Darwin Buffaloes, an Australian rules football team
 * Green Buffaloes F.C., a Zambian football team
 * K.A.A. Gent, a Belgian association football team
 * South Africa national Australian rules football team, nicknamed the Buffaloes

Hockey

 * Basingstoke Buffalo, an English ice hockey team
 * Calgary Buffaloes, a 1966–67 Western Canada Junior Hockey League team
 * Calgary Buffaloes (AJHL), a 1963–1966 Alberta Junior Hockey League team
 * Buffalo Sabres, a National Hockey League team

Rugby

 * Manitoba Buffalo, a Canadian rugby union team

Other uses in sport

 * Colorado Buffaloes, the athletic teams of the University of Colorado Boulder
 * Buffalo Bulls, the athletic teams of the University at Buffalo
 * Milligan College Buffaloes, the athletic teams for Milligan College
 * Vélodrome Buffalo and Stade Buffalo, cycling tracks in Paris

Technology

 * Buffalo Inc., a Japanese technology company
 * Buffalo AirStation, a line of wireless LAN equipment
 * Buffalo network-attached storage series
 * BUFFALO, the bootloader for the Freescale 68HC11 microcontroller family

Air

 * Buffalo Airways, a Canadian airline
 * Avro 571 Buffalo, a 1920s prototype British biplane
 * Brewster F2A Buffalo, a 1930s–1940s American fighter aircraft
 * de Havilland Canada DHC-5 Buffalo, a 1965–1972 Canadian turboprop aircraft

Land

 * Buffalo (mine protected vehicle)
 * Buffalo (1901 automobile), a 1900–1902 American car
 * Buffalo Electric Vehicle Company, a 1912–1915 American car company
 * GM Buffalo bus

 * South Devon Railway Buffalo class, a class of locomotives

 * GWR 1076 Class, a class of locomotives often referred to as the "Buffalo Class".

Water

 * HMS Buffalo, any of several Royal Navy ships
 * USS Buffalo, any of several U.S. Navy ships
 * Landing Vehicle Tracked, a WWII-era amphibious vehicle

Other uses

 * Buffalo wing, a style of chicken wing prepared with a spicy sauce coating, originally created in Buffalo, New York
 * Royal Antediluvian Order of Buffaloes, a fraternal organisation
 * Pistol-whipping, or "buffaloing", using a handgun as a blunt weapon

title: Buffalo


text:
BeBox

The BeBox is a discontinued personal computer from Be Inc., running the company's operating system, later named BeOS. It has two PowerPC CPUs, its I/O board has a custom "GeekPort", and the front bezel has "Blinkenlights".

The BeBox debuted in October 1995 with dual PowerPC 603 at 66 MHz. The processors were upgraded to 133 MHz in August 1996 (BeBox Dual603e-133). Production was halted in January 1997, following the port of BeOS to the Macintosh, for the company to concentrate on software. Be sold around 1,000 66 MHz BeBoxes and 800 133 MHz BeBoxes.

CPU configuration
Production models use two 66 MHz PowerPC 603 processors or two 133 MHz PowerPC 603e processors to power the BeBox. Prototypes having dual 200 MHz CPUs or four CPUs exist, but were never publicly available.

Main board
The main board is in a standard AT format commonly found on PC. It used standard PC components to make it as inexpensive as possible.

 * Two PowerPC 603/66 MHz or 603e/133 MHz processors
 * Eight 72-pin SIMM sockets
 * 128 KB Flash ROM
 * Three PCI slots
 * Five ISA slots
 * Internal SCSI connector
 * Internal IDE connector
 * Internal floppy connector
 * External SCSI-2 connector
 * Parallel port
 * Keyboard port, AT-style
 * Three GeekPort fuses
 * I/O Board connector
 * Front panel connector
 * Power connector

I/O board
The I/O board offers four serial ports (9-pin D-sub), a PS/2 mouse port, and two joystick ports (15-pin D-sub).

There are four DIN MIDI ports (two in, two out), two stereo pairs of RCA connectors audio line-level input and output, and a pair of 3.5 mm stereo phone jacks for microphone input and headphone output. There are also internal audio connectors: 5-pin strip for the audio CD line-level playback, and two 4-pin strips for microphone input and headphone output. The audio is produced with a 16-bit DAC stereo sound system capable of 48 kHz and 44.1 kHz.

For the more unusual uses, there are three 4-pin mini-DIN infrared (IR) I/O ports.

GeekPort
An experimental-electronic-development oriented port, backed by three fuses on the mainboard, the 37-pin D-sub "GeekPort" provides digital and analog I/O and DC power on the ISA bus:
 * Two independent, bidirectional 8-bit ports
 * Four A/D pins routing to a 12-bit A/D converter
 * Four D/A pins connected to an independent 8-bit D/A converter
 * Two signal ground reference pins
 * Eleven power and ground pins: Two at +5 V, one at +12 V, one at -12 V, seven ground pins

"Blinkenlights"
Two yellow/green vertical LED arrays, dubbed the "blinkenlights", are built into the front bezel to illustrate the CPU load. The bottommost LED on the right side indicates hard disk activity.

Market
Be called the BeBox: "the first true real-time, portable, object-oriented system that features multiple PowerPC processors, true preemptive multitasking, an integrated database, fast I/O, and a wide range of expansion options — all at an extremely aggressive price that is well below that of any competitive offering."

BeBox creator Jean-Louis Gassée did not see the BeBox as a general consumer device, warning that "Before we let you use the BeBox, we believe you must have some aptitude toward programming – the standard language is C++."

Prototype
As of 1993, prototypes (at the time called Be Machine) had two 25 MHz AT&T Hobbit processors and three AT&T 9308S DSPs. In 2009, a rare prototype of the BeBox with Hobbit processors was sold at an auction.

Linux
Craftworks Solutions developed Be_Linux for the BeBox. Craftworks and Be Inc. announced in 1996 that they would work together to bring Be_Linux to the BeBox.

title: BeBox