document_title: Sound barrier

question_text: who was the first british pilot to break the sound barrier

text: Sound barrier

text: History[edit]

text: Some common whips such as the bullwhip or stockwhip are able to move faster than sound: the tip of the whip breaks the sound barrier and causes a sharp crack—literally a sonic boom.[5] Firearms made after the 19th century have generally had a supersonic muzzle velocity.[citation needed]

text: The sound barrier may have been first breached by living beings some 150 million years ago. Some paleobiologists report that, based on computer models of their biomechanical capabilities, certain long-tailed dinosaurs such as Apatosaurus and Diplodocus may have possessed the ability to flick their tails at supersonic speeds, possibly used to generate an intimidating booming sound. This finding is theoretical and disputed by others in the field.[6] Meteorites entering the Earth's atmosphere usually, if not always, descend faster than sound.[citation needed]

text: Early problems[edit]

text: The tip of the propeller on many early aircraft may reach supersonic speeds, producing a noticeable buzz that differentiates such aircraft. This is particularly noticeable on the Stearman (released in 1934), and noticeable on the North American T-6 Texan when it enters a sharp-breaking turn. This is undesirable, as the transonic air movement creates disruptive shock waves and turbulence. It is due to these effects that propellers are known to suffer from dramatically decreased performance as they approach the speed of sound. It is easy to demonstrate that the power needed to improve performance is so great that the weight of the required engine grows faster than the power output of the propeller can compensate. This problem was one that led to early research into jet engines, notably by Frank Whittle in England and Hans von Ohain in Germany, who were led to their research specifically in order to avoid these problems in high-speed flight.

text: Nevertheless, propeller aircraft were able to approach the speed of sound in a dive. Unfortunately, doing so led to numerous crashes for a variety of reasons. Most infamously, in the Mitsubishi Zero, pilots flew full power into the terrain because the rapidly increasing forces acting on the control surfaces of their aircraft overpowered them.[7] In this case, several attempts to fix it only made the problem worse. Likewise, the flexing caused by the low torsional stiffness of the Supermarine Spitfire's wings caused them, in turn, to counteract aileron control inputs, leading to a condition known as control reversal. This was solved in later models with changes to the wing. Worse still, a particularly dangerous interaction of the airflow between the wings and tail surfaces of diving Lockheed P-38 Lightnings made "pulling out" of dives difficult; however, the problem was later solved by the addition of a "dive flap" that upset the airflow under these circumstances. Flutter due to the formation of shock waves on curved surfaces was another major problem, which led most famously to the breakup of de Havilland Swallow and death of its pilot, Geoffrey de Havilland, Jr. in 1946. A similar problem is thought to have been the cause of the 1943 crash of the BI-1 rocket aircraft in the Soviet Union.

text: All of these effects, although unrelated in most ways, led to the concept of a "barrier" making it difficult for an aircraft to exceed the speed of sound.[8] Erroneous news reports caused most people to envision the sound barrier as a physical "wall", which supersonic aircraft needed to "break" with a sharp needle nose on the front of the fuselage. Rocketry and artillery experts' products routinely exceeded Mach 1, but aircraft designers and aerodynamic engineers during and after World War II discussed Mach 0.7 as a limit dangerous to exceed.[9]

text: Early claims[edit]

text: During WWII and immediately thereafter, a number of claims were made that the sound barrier had been broken in a dive. The majority of these purported events can be dismissed as instrumentation errors. The typical airspeed indicator (ASI) uses air pressure differences between two or more points on the aircraft, typically near the nose and at the side of the fuselage, to produce a speed figure. At high speed, the various compression effects that lead to the sound barrier also cause the ASI to go non-linear and produce inaccurately high or low readings, depending on the specifics of the installation. This effect became known as "Mach jump".[10] Before the introduction of Mach meters, accurate measurements of supersonic speeds could only be made externally, normally using ground-based instruments. Many claims of supersonic speeds were found to be far below this speed when measured in this fashion.

text: In 1942, Republic Aviation issued a press release stating that Lts. Harold E. Comstock and Roger Dyar had exceeded the speed of sound during test dives in the P-47 Thunderbolt. It is widely agreed that this was due to inaccurate ASI readings. In similar tests, the North American P-51 Mustang, a higher performance aircraft, demonstrated limits at Mach 0.85, with every flight over M0.84 causing the aircraft to be damaged by vibration.[11]

text: One of the highest recorded instrumented Mach numbers attained for a propeller aircraft is the Mach 0.891 for a Spitfire PR XI, flown during dive tests at the Royal Aircraft Establishment, Farnborough in April 1944. The Spitfire, a photo-reconnaissance variant, the Mark XI, fitted with an extended 'rake type' multiple pitot system, was flown by Squadron Leader J. R. Tobin to this speed, corresponding to a corrected true airspeed (TAS) of 606 mph.[12] In a subsequent flight, Squadron Leader Anthony Martindale achieved Mach 0.92, but it ended in a forced landing after over- revving damaged the engine.[13]

text: In the 1990s, Hans Guido Mutke claimed to have broken the sound barrier on 9 April 1945 in the Messerschmitt Me 262 jet aircraft. He states that his ASI pegged itself at 1,100 kilometres per hour (680 mph). Mutke reported not just transonic buffeting but the resumption of normal control once a certain speed was exceeded, then a resumption of severe buffeting once the Me 262 slowed again. He also reported engine flame out.[14]

text: This claim is widely disputed, even by pilots in his unit.[15] All of the effects he reported are known to occur on the Me 262 at much lower speeds, and the ASI reading is simply not reliable in the transonic. Further, a series of tests made by Karl Doetsch at the behest of Willy Messerschmitt found that the plane became uncontrollable above Mach 0.86, and at Mach 0.9 would nose over into a dive that could not be recovered from. Post-war tests by the RAF confirmed these results, with the slight modification that the maximum speed using new instruments was found to be Mach 0.84, rather than Mach 0.86.[16]

text: In 1999, Mutke enlisted the help of Professor Otto Wagner of the Munich Technical University to run computational tests to determine whether the aircraft could break the sound barrier. These tests do not rule out the possibility, but are lacking accurate data on the coefficient of drag that would be needed to make accurate simulations.[17][18] Wagner stated "I don't want to exclude the possibility, but I can imagine he may also have been just below the speed of sound and felt the buffeting, but did not go above Mach-1."[15]

text: One bit of evidence presented by Mutke is on page 13 of the "Me 262 A-1 Pilot's Handbook" issued by Headquarters Air Materiel Command, Wright Field, Dayton, Ohio as Report No. F-SU-1111-ND on January 10, 1946:

text: Speeds of 950 km/h (590 mph) are reported to have been attained in a shallow dive 20° to 30° from the horizontal. No vertical dives were made. At speeds of 950 to 1,000 km/h (590 to 620 mph) the air flow around the aircraft reaches the speed of sound, and it is reported that the control surfaces no longer affect the direction of flight. The results vary with different airplanes: some wing over and dive while others dive gradually. It is also reported that once the speed of sound is exceeded, this condition disappears and normal control is restored.

text: The comments about restoration of flight control and cessation of buffeting above Mach 1 are very significant in a 1946 document. However, it is not clear where these terms came from, as it does not appear the US pilots carried out such tests.[17]

text: In his 1990 book Me-163, former Messerschmitt Me 163 "Komet" pilot Mano Ziegler claims that his friend, test pilot Heini Dittmar, broke the sound barrier while diving the rocket plane, and that several people on the ground heard the sonic booms. He claims that on 6 July 1944, Dittmar, flying Me 163B V18, bearing the Stammkennzeichen alphabetic code VA+SP, was measured traveling at a speed of 1,130 km/h (702 mph).[19] However, no evidence of such a flight exists in any of the materials from that period, which were captured by Allied forces and extensively studied.[20] Dittmar had been officially recorded at 1,004.5 km/h (623.8 mph) in level flight on 2 October 1941 in the prototype Me 163A V4. He reached this speed at less than full throttle, as he was concerned by the transonic buffeting. Dittmar himself does not make a claim that he broke the sound barrier on that flight, and notes that the speed was recorded only on the AIS. He does, however, take credit for being the first pilot to "knock on the sound barrier."[15]

text: The Luftwaffe test pilot Lothar Sieber (April 7, 1922 – March 1, 1945) may have inadvertently become the first man to break the sound barrier on 1 March 1945. This occurred while he was piloting a Bachem Ba 349 "Natter" for the first manned vertical takeoff of a rocket in history. In 55 seconds, he traveled a total of 14 km (8.7 miles). The aircraft crashed and he perished violently in this endeavor.[21]

text: There are a number of unmanned vehicles that flew at supersonic speeds during this period, but they generally do not meet the definition. In 1933, Soviet designers working on ramjet concepts fired phosphorus-powered engines out of artillery guns to get them to operational speeds. It is possible that this produced supersonic performance as high as Mach 2,[22] but this was not due solely to the engine itself. In contrast, the German V-2 ballistic missile routinely broke the sound barrier in flight, for the first time on 3 October 1942. By September 1944, V-2s routinely achieved Mach 4 (1,200 m/s, or 3044 mph) during terminal descent.

text: Breaking the sound barrier[edit]

text: In 1942, the United Kingdom's Ministry of Aviation began a top-secret project with Miles Aircraft to develop the world's first aircraft capable of breaking the sound barrier. The project resulted in the development of the prototype Miles M.52 turbojet powered aircraft, which was designed to reach 1,000 mph (417 m/s; 1,600 km/h) (over twice the existing speed record) in level flight, and to climb to an altitude of 36,000 ft (11 km) in 1 minute 30 sec.

text: A huge number of advanced features were incorporated into the resulting M.52 design, many of which hint at a detailed knowledge of supersonic aerodynamics. In particular, the design featured a conical nose and sharp wing leading edges, as it was known that round-nosed projectiles could not be stabilised at supersonic speeds. The design used very thin wings of biconvex section proposed by Jakob Ackeret for low drag. The wing tips were "clipped" to keep them clear of the conical shock wave generated by the nose of the aircraft. The fuselage had the minimum cross-section allowable around the centrifugal engine with fuel tanks in a saddle over the top.

text: Another critical addition was the use of a power-operated stabilator, also known as the all-moving tail or flying tail, a key to supersonic flight control which contrasted with traditional hinged tailplanes (horizontal stabilizers) connected mechanically to the pilots control column. Conventional control surfaces became ineffective at the high subsonic speeds then being achieved by fighters in dives, due to the aerodynamic forces caused by the formation of shockwaves at the hinge and the rearward movement of the centre of pressure, which together could override the control forces that could be applied mechanically by the pilot, hindering recovery from the dive.[23][24] A major impediment to early transonic flight was control reversal, the phenomenon which caused flight inputs (stick, rudder) to switch direction at high speed; it was the cause of many accidents and near-accidents. An all-flying tail is considered to be a minimum condition of enabling aircraft to break the transonic barrier safely, without losing pilot control. The Miles M.52 was the first instance of this solution, and has since been universally applied.

text: Initially, the aircraft was to use Frank Whittle's latest engine, the Power Jets W.2/700, which would only reach supersonic speed in a shallow dive. To develop a fully supersonic version of the aircraft, an innovation incorporated was a reheat jetpipe – also known as an afterburner. Extra fuel was to be burned in the tailpipe to avoid overheating the turbine blades, making use of unused oxygen in the exhaust.[25] Finally, the design included another critical element, the use of a shock cone in the nose to slow the incoming air to the subsonic speeds needed by the engine.

text: Although the project was eventually cancelled, the research was used to construct an unmanned missile that went on to achieve a speed of Mach 1.38 in a successful, controlled transonic and supersonic level test flight; this was a unique achievement at that time which validated the aerodynamics of the M.52.

text: Meanwhile, test pilots achieved high velocities in the tailless, swept-wing de Havilland DH 108. One of them was Geoffrey de Havilland, Jr. who was killed on 27 September 1946 when his DH 108 broke up at about Mach 0.9.[26] John Derry has been called "Britain's first supersonic pilot"[27] because of a dive he made in a DH 108 on 6 September 1948.

text: Sound barrier officially broken in aircraft[edit]

text: The British Air Ministry signed an agreement with the United States to exchange all its high-speed research, data and designs and Bell Aircraft company was given access to the drawings and research on the M.52,[28] but the U.S. reneged on the agreement and no data was forthcoming in return.[29] Bell's supersonic design was still using a conventional tail and they were battling the problem of control.[30]

text: They utilized the information to initiate work on the Bell X-1. The final version of the Bell X-1 was very similar in design to the original Miles M.52 version. Also featuring the all-moving tail, the XS-1 was later known as the X-1. It was in the X-1 that Chuck Yeager was credited with being the first person to break the sound barrier in level flight on October 14, 1947, flying at an altitude of 45,000 ft (13.7 km). George Welch made a plausible but officially unverified claim to have broken the sound barrier on 1 October 1947, while flying an XP-86 Sabre. He also claimed to have repeated his supersonic flight on October 14, 1947, 30 minutes before Yeager broke the sound barrier in the Bell X-1. Although evidence from witnesses and instruments strongly imply that Welch achieved supersonic speed, the flights were not properly monitored and are not officially recognized. The XP-86 officially achieved supersonic speed on April 26, 1948.[31]

text: On 14 October 1947, just under a month after the United States Air Force had been created as a separate service, the tests culminated in the first manned supersonic flight, piloted by Air Force Captain Charles "Chuck" Yeager in aircraft #46-062, which he had christened Glamorous Glennis. The rocket-powered aircraft was launched from the bomb bay of a specially modified B-29 and glided to a landing on a runway. XS-1 flight number 50 is the first one where the X-1 recorded supersonic flight, at Mach 1.06 (361 m/s, 1,299 km/h, 807.2 mph) peak speed; however, Yeager and many other personnel believe Flight #49 (also with Yeager piloting), which reached a top recorded speed of Mach 0.997 (339 m/s, 1,221 km/h), may have, in fact, exceeded Mach 1.[citation needed] (The measurements were not accurate to three significant figures and no sonic boom was recorded for that flight.)

text: As a result of the X-1's initial supersonic flight, the National Aeronautics Association voted its 1948 Collier Trophy to be shared by the three main participants in the program. Honored at the White House by President Harry S. Truman were Larry Bell for Bell Aircraft, Captain Yeager for piloting the flights, and John Stack for the NACA contributions.

text: Jackie Cochran was the first woman to break the sound barrier on May 18, 1953, in a Canadair Sabre, with Yeager as her wingman.

text: On August 21, 1961, a Douglas DC-8-43 (registration N9604Z) exceeded Mach one in a controlled dive during a test flight at Edwards Air Force Base. The crew were William Magruder (pilot), Paul Patten (copilot), Joseph Tomich (flight engineer), and Richard H. Edwards (flight test engineer).[32] This is the first and only supersonic flight by a civilian airliner, other than Concorde or the Tu-144.[32]

text: The sound barrier understood[edit]

text: As the science of high-speed flight became more widely understood, a number of changes led to the eventual understanding that the "sound barrier" is easily penetrated, with the right conditions. Among these changes were the introduction of swept wings, the area rule, and engines of ever-increasing performance. By the 1950s, many combat aircraft could routinely break the sound barrier in level flight, although they often suffered from control problems when doing so, such as Mach tuck. Modern aircraft can transit the "barrier" without control problems.[33]

text: By the late 1950s, the issue was so well understood that many companies started investing in the development of supersonic airliners, or SSTs, believing that to be the next "natural" step in airliner evolution. However, this has not yet happened. Although the Concorde and the Tupolev Tu-144 entered service in the 1970s, both were later retired without being replaced by similar designs. The last flight of a Concorde in service was in 2003.

text: Although Concorde and the Tu-144 were the first aircraft to carry commercial passengers at supersonic speeds, they were not the first or only commercial airliners to break the sound barrier. On 21 August 1961, a Douglas DC-8 broke the sound barrier at Mach 1.012 or 1,240 km/h (776.2 mph) while in a controlled dive through 41,088 feet (12,510 m). The purpose of the flight was to collect data on a new leading-edge design for the wing.[34] A China Airlines 747 may have broken the sound barrier in an unplanned descent from 41,000 ft (12,500 m) to 9,500 ft (2,900 m) after an in-flight upset on 19 February 1985.[citation needed] It also reached over 5g.[35]

text: Breaking the sound barrier in a land vehicle[edit]

text: On January 12, 1948, a Northrop unmanned rocket sled became the first land vehicle to break the sound barrier. At a military test facility at Muroc Air Force Base (now Edwards AFB), California, it reached a peak speed of 1,019 mph (1,640 km/h) before jumping the rails.[36][37]

text: On October 15, 1997, in a vehicle designed and built by a team led by Richard Noble, Royal Air Force pilot Andy Green became the first person to break the sound barrier in a land vehicle in compliance with Fédération Internationale de l'Automobile rules. The vehicle, called the ThrustSSC ("Super Sonic Car"), captured the record 50 years and one day after Yeager's first supersonic flight.

text: Breaking the sound barrier as a human projectile[edit]

text: Felix Baumgartner[edit]

text: In October 2012 Felix Baumgartner, with a team of scientists and sponsor Red Bull, attempted the highest sky-dive on record. The project would see Baumgartner attempt to jump 120,000 ft (36,580 m) from a helium balloon and become the first parachutist to break the sound barrier. The launch was scheduled for October 9, 2012, but was aborted due to adverse weather; subsequently the capsule was launched instead on October 14. Baumgartner's feat also marked the 65th anniversary of U.S. test pilot Chuck Yeager's successful attempt to break the sound barrier in an aircraft.[38]

text: Baumgartner landed in eastern New Mexico after jumping from a world record 128,100 feet (39,045 m), or 24.26 miles, and broke the sound barrier as he traveled at speeds up to 833.9 mph (1342 km/h or Mach 1.26). In the press conference after his jump, it was announced he was in freefall for 4 minutes, 18 seconds, the second longest freefall after the 1960 jump of Joseph Kittinger for 4 minutes, 36 seconds.[38]

text: Alan Eustace[edit]

text: In October 2014, Alan Eustace, a senior vice president at Google, broke Baumgartner's record for highest sky-dive and also broke the sound barrier in the process.[39]

text: Legacy[edit]

text: David Lean directed The Sound Barrier, a fictionalized retelling of the de Havilland DH 108 test flights.


document_title: List of Dallas Cowboys seasons

question_text: when was the last time the cowboys made the playoffs

root

text: List of Dallas Cowboys seasons

text: This article is a list of seasons completed by the Dallas Cowboys American football franchise of the National Football League (NFL). The list documents the season-by-season records of the Cowboys' franchise from 1960 to present, including postseason records, and league awards for individual players or head coaches. The Cowboys franchise was founded in 1960 as an expansion team.[1] The team has earned 31 postseason appearances, tied for second place with the Pittsburgh Steelers, the longest consecutive streak of winning seasons with 20, the second-most appearances in the NFC Championship Game (14, behind the San Francisco 49ers' 15) and the second-most Super Bowl appearances (8 with the Denver Broncos and Steelers). The Cowboys have played for 10 NFL Championships and have won 5, all five being Super Bowls.[2]

tag: p

text: The Cowboys won Super Bowl VI, XII, XXVII, XXVIII and XXX. They also played in and lost Super Bowl V, X, and XIII.[2]

text: The franchise has experienced two major periods of continued success in their history. The first period of success came from 1966–1985 when the Cowboys played in the postseason 18 times.[3] During this period, they played in two NFL Championships and five Super Bowls, winning two of them, winning a total of 20 playoff games.[3] The second period of success was between 1991–1996 when the Cowboys captured five straight NFC East Division titles and won three Super Bowls going 11–2 in the postseason.[3]

text: The Cowboys have also experienced failure in their history. The most notable period of failure was from their 1960 inaugural season to 1965, during which the Cowboys did not have a single postseason appearance.[4] They did not win a single game during their first season, compiling an 0–11–1 record that is still the worst in franchise history.[4] Also, they did not have a single winning record in this period.[4] Between 1986 and 1990 the Cowboys had losing records in each season as veteran coach Landry retired and the team was radically overhauled, with the low point being the NFL's second 15-loss season (after the 1980 Saints) in 1989. After losing a Divisional playoff Game in 1996, the Cowboys between 1997 and 2008 lost five consecutive playoff games, one after a franchise-record 13–3 season in 2007, during which most predicted the Cowboys would break this streak.[5] This streak finally came to an end when the Cowboys finally beat their bitter rival, the Philadelphia Eagles 34–14 after an 11–5 season in 2009.[5]

text: Seasons[edit]

text:
NFL Champions (1920–1969)
Super Bowl Champions (1970–present)
Conference Champions
Division Champions
Wild Card Berth

tag: table

text:
Season
Team
League
Conference
Division
Regular season
Postseason Results
Awards
Head coaches

Finish
Wins
Losses
Ties

1960
1960
NFL
Western

7th
0
11
1

Tom Landry

1961
1961
NFL
Eastern

6th
4
9
1

Tom Landry

1962
1962
NFL
Eastern

5th
5
8
1

Tom Landry

1963
1963
NFL
Eastern

5th
4
10
0

Tom Landry

1964
1964
NFL
Eastern

5th
5
8
1

Tom Landry

1965
1965
NFL
Eastern

2nd
7
7
0

Tom Landry

1966
1966
NFL
Eastern

1st
10
3
1
Lost NFL Championship Game (Packers) 34–27
Tom Landry (COY)
Tom Landry

1967[6]
1967
NFL
Eastern
Capitol
1st
9
5
0
Won Conference Playoffs (Browns) 52–14
Lost NFL Championship Game (Packers) 21–17

Tom Landry

1968
1968
NFL
Eastern
Capitol
1st
12
2
0
Lost Conference Playoffs (Browns) 31–20

Tom Landry

1969
1969
NFL
Eastern
Capitol
1st
11
2
1
Lost Conference Playoffs (Browns) 38–14
Calvin Hill (OROY)
Tom Landry

1970
1970
NFL
NFC
East
1st
10
4
0
Won Divisional Playoffs (Lions) 5–0
Won Conference Championship (49ers) 17–10
Lost Super Bowl V (Colts) 16–13
Chuck Howley (SB MVP)
Tom Landry

1971
1971
NFL
NFC
East
1st
11
3
0
Won Divisional Playoffs (Vikings) 20–12
Won Conference Championship (49ers) 14–3
Won Super Bowl VI (1) (Dolphins) 24–3
Roger Staubach (SB MVP)
Tom Landry

1972
1972
NFL
NFC
East
2nd
10
4
0
Won Divisional Playoffs (49ers) 30–28
Lost Conference Championship (Redskins) 26–3

Tom Landry

1973
1973
NFL
NFC
East
1st[7]
10
4
0
Won Divisional Playoffs (Rams) 27–26
Lost Conference Championship (Vikings) 27–10

Tom Landry

1974
1974
NFL
NFC
East
3rd
8
6
0

Tom Landry

1975
1975
NFL
NFC
East
2nd
10
4
0
Won Divisional Playoffs (Vikings) 17–14
Won Conference Championship (Rams) 37–7
Lost Super Bowl X (Steelers) 21–17

Tom Landry

1976
1976
NFL
NFC
East
1st
11
3
0
Lost Divisional Playoffs (Rams) 14–12

Tom Landry

1977
1977
NFL
NFC
East
1st
12
2
0
Won Divisional Playoffs (Bears) 37–7
Won Conference Championship (Vikings) 23–6
Won Super Bowl XII (2) (Broncos) 27–10
Tony Dorsett (OROY)
Harvey Martin (DPOY, SB MVP)
Randy White (SB MVP)
Tom Landry

1978[8]
1978
NFL
NFC
East
1st[9]
12
4
0
Won Divisional Playoffs (Falcons) 27–20
Won Conference Championship (Rams) 28–0
Lost Super Bowl XIII (Steelers) 35–31

Tom Landry

1979
1979
NFL
NFC
East
1st[10]
11
5
0
Lost Divisional Playoffs (Rams) 21–19

Tom Landry

1980
1980
NFL
NFC
East
2nd[11]
12
4
0
Won Wild Card Playoffs (Rams) 34–17
Won Divisional Playoffs (Falcons) 30–27
Lost Conference Championship (Eagles) 20–7

Tom Landry

1981
1981
NFL
NFC
East
1st
12
4
0
Won Divisional Playoffs (Buccaneers) 38–0
Lost Conference Championship (49ers) 28–27

Tom Landry

1982[12]
1982
NFL
NFC

2nd
6
3
0
Won Wild Card Playoffs (Buccaneers) 30–17
Won Divisional Playoffs (Packers) 37–26
Lost Conference Championship (Redskins) 31–17

Tom Landry

1983
1983
NFL
NFC
East
2nd
12
4
0
Lost Wild Card Playoffs (Rams) 24–17

Tom Landry

1984
1984
NFL
NFC
East
4th
9
7
0

Tom Landry

1985
1985
NFL
NFC
East
1st[13]
10
6
0
Lost Divisional Playoffs (Rams) 20–0

Tom Landry

1986
1986
NFL
NFC
East
3rd
7
9
0

Tom Landry

1987[14]
1987
NFL
NFC
East
4th
7
8
0

Tom Landry

1988
1988
NFL
NFC
East
5th
3
13
0

Tom Landry

1989
1989
NFL
NFC
East
5th
1
15
0

Jimmy Johnson

1990
1990
NFL
NFC
East
4th
7
9
0

Emmitt Smith (OROY)
Jimmy Johnson (COY)
Jimmy Johnson

1991
1991
NFL
NFC
East
2nd[15]
11
5
0
Won Wild Card Playoffs (Bears) 17–13
Lost Divisional Playoffs (Lions) 38–6

Jimmy Johnson

1992
1992
NFL
NFC
East
1st
13
3
0
Won Divisional Playoffs (Eagles) 34–10
Won Conference Championship (49ers) 30–20
Won Super Bowl XXVII (3) (Bills) 52–17
Troy Aikman (SB MVP)
Jimmy Johnson

1993
1993
NFL
NFC
East
1st
12
4
0
Won Divisional Playoffs (Packers) 27–17
Won Conference Championship (49ers) 38–21
Won Super Bowl XXVIII (4) (Bills) 30–13
Emmitt Smith (MVP, SB MVP)
Jimmy Johnson

1994
1994
NFL
NFC
East
1st
12
4
0
Won Divisional Playoffs (Packers) 35–9
Lost Conference Championship (49ers) 38–28

Barry Switzer

1995
1995
NFL
NFC
East
1st
12
4
0
Won Divisional Playoffs (Eagles) 30–11
Won Conference Championship (Packers) 38–27
Won Super Bowl XXX (5) (Steelers) 27–17
Larry Brown (SB MVP)
Barry Switzer

1996
1996
NFL
NFC
East
1st[16]
10
6
0
Won Wild Card Playoffs (Vikings) 40–15
Lost Divisional Playoffs (Panthers) 26–17

Barry Switzer

1997
1997
NFL
NFC
East
4th
6
10
0

Barry Switzer

1998
1998
NFL
NFC
East
1st
10
6
0
Lost Wild Card Playoffs (Cardinals) 20–7

Chan Gailey

1999
1999
NFL
NFC
East
2nd[17]
8
8
0
Lost Wild Card Playoffs (Vikings) 27–10

Chan Gailey

2000
2000
NFL
NFC
East
4th
5
11
0

Dave Campo

2001
2001
NFL
NFC
East
5th
5
11
0

Dave Campo

2002
2002
NFL
NFC
East
4th
5
11
0

Dave Campo

2003
2003
NFL
NFC
East
2nd
10
6
0
Lost Wild Card Playoffs (Panthers) 29–10

Bill Parcells

2004
2004
NFL
NFC
East
3rd
6
10
0

Bill Parcells

2005
2005
NFL
NFC
East
3rd
9
7
0

Bill Parcells

2006
2006
NFL
NFC
East
2nd
9
7
0
Lost Wild Card Playoffs (Seahawks) 21–20

Bill Parcells

2007
2007
NFL
NFC
East
1st
13
3
0
Lost Divisional Playoffs (Giants) 21–17
Greg Ellis (CBPOY)
Wade Phillips

2008
2008
NFL
NFC
East
3rd
9
7
0

Wade Phillips

2009
2009
NFL
NFC
East
1st[18]
11
5
0
Won Wild Card Playoffs (Eagles) 34–14
Lost Divisional Playoffs (Vikings) 34–3

Wade Phillips

2010
2010
NFL
NFC
East
3rd
6
10
0

Wade Phillips (1–7)
Jason Garrett (5–3)

2011
2011
NFL
NFC
East
3rd
8
8
0

Jason Garrett

2012
2012
NFL
NFC
East
3rd
8
8
0

Jason Witten (WP MOY)
Jason Garrett

2013
2013
NFL
NFC
East
2nd
8
8
0

Jason Garrett

2014
2014
NFL
NFC
East
1st
12
4
0
Won Wild Card Playoffs (Lions) 24–20
Lost Divisional Playoffs (Packers) 26–21
DeMarco Murray (OPOY)
Jason Garrett

2015
2015
NFL
NFC
East
4th
4
12
0

Jason Garrett

2016
2016
NFL
NFC
East
1st
13
3
0
Lost Divisional Playoffs (Packers) 34–31
Dak Prescott (OROY)
Jason Garrett (COY)
Jason Garrett

2017
2017
NFL
NFC
East
2nd
9
7
0

Jason Garrett

Total
502
374
6
All-time regular season record (1960–2017)

34
27
0
All-time postseason record (1960–2017)

536
401
6
All-time regular season and postseason record (1960–2017)

5 NFL Championships, 10 Conference Championships, 22 Divisional Championships

text: Footnotes[edit]

text:
Jump up ^ "1960 Dallas Cowboys". Dallas Cowboys' Official Website. Archived from the original on 2007-12-29. Retrieved 2008-01-12.
^ Jump up to: a b "Dallas Cowboys' Championship History". NFLTeamHistory.com. Retrieved 2008-01-12.
^ Jump up to: a b c "Dallas Cowboys Championship History". NFLTeamHistory.com. Retrieved 2008-01-28.
^ Jump up to: a b c "Dallas Cowboys History". CBS Sports. Retrieved 2008-01-27.
^ Jump up to: a b "Dallas Cowboys Franchise History". SportsEncyclopedia.com. Retrieved 2011-12-17.
Jump up ^ The 1967 NFL season marks the first season in the league's history where the league was divided into two conferences which were subdivided into two divisions. Up to 1967, the league was either divided into two divisions, two conferences, or neither.
Jump up ^ At the end of the 1973 season, the Cowboys and the Redskins finished the season with identical 10–4 records. Using the NFL's tie-breaking procedures, Dallas finished ahead of Washington in the NFC East based on better point differential in head-to-head games.
Jump up ^ For the 1978 season, the NFL expanded from a 14-game season to a 16-game season.
Jump up ^ At the end of the 1978 season, the Cowboys and the Los Angeles Rams finished the season with identical 12–4 records. Using the NFL's tie-breaking procedures, Los Angeles was the top NFC seed over Dallas based on a better head-to-head record.
Jump up ^ At the end of the 1979 season, the Cowboys and the Eagles finished the season with identical 11–5 records. Using the NFL's tie-breaking procedures, Dallas finished ahead of Philadelphia in the NFC East based on a better conference record.
Jump up ^ At the end of the 1980 season, the Cowboys and the Eagles finished the season with identical 12–4 records. Using the NFL's tie-breaking procedures, Philadelphia finished ahead of Dallas in the NFC East based on better net points in division games.
Jump up ^ The 1982 NFL season was shortened from 16 games per team to 9 games because of a players' strike. The NFL adopted a special 16-team playoff tournament; eight teams from each conference were seeded 1–8, and division standings were ignored.
Jump up ^ At the end of the 1985 season, the Cowboys, Redskins, and the Giants finished the season with identical 10–6 records. Using the NFL's tie-breaking procedures, Dallas finished ahead of New York and Washington based on a better head-to-head record.
Jump up ^ The 1987 NFL season was shortened from 16 games per team to 15 games because of a players' strike. Games to be played during the third week of the season were canceled, and replacement players were used to play games from weeks 4 through 6.
Jump up ^ At the end of the 1991 season, the Cowboys and the Bears finished the season with identical 11–5 records. Using the NFL's tie-breaking procedures, Chicago was the first NFC Wild Card based on better conference record than Dallas.
Jump up ^ At the end of the 1996 season, the Cowboys and the Eagles finished the season with identical 10–6 records. Using the NFL's tie-breaking procedures, Dallas finished ahead of Philadelphia in the NFC East based on better record against common opponents.
Jump up ^ At the end of the 1999 season, the Cowboys, Lions, and the Panthers finished the season with identical 8–8 records. Using the NFL's tie-breaking procedures, Dallas was the second NFC Wild Card based on a better record than Detroit against common opponents and a better conference record than Carolina.
Jump up ^ At the end of the 2009 season, the Cowboys and the Eagles finished with identical 11–5 records. Using the NFL's tie-breaking procedures, Dallas finished ahead of Philadelphia in the NFC East based on better head-to-head record.

tag: ol


document_title: She's All That

question_text: who plays laney in she's all that

question_tokens: who plays laney in she 's all that

text: She's All That

text: Plot[edit]

text: Zack Siler (Freddie Prinze Jr.) is the big man on campus at his Southern California high school. His popular and narcissistic girlfriend, Taylor Vaughan (Jodi Lyn O'Keefe), ditches him for a faded reality TV star from The Real World, Brock Hudson (Matthew Lillard), whom she met on Spring Break in Florida. Although bitter over the break-up, Zack consoles himself by claiming that Taylor is replaceable by any girl in the school. Zack's friend, Dean Sampson, Jr. (Paul Walker), disagrees and challenges him to a bet on whether Zack can turn any random girl into the Prom Queen within six weeks, a coveted position held by the most popular girl in school. Dean picks out Laney Boggs (Rachael Leigh Cook), a dorky, solitary, unpopular art student, as his choice for Zack.

text: Zack approaches and attempts to befriend Laney in the hope of subsequently transforming her into prom queen material. His first encounter with her is a complete failure, when she pointedly ignores his advance and walks away from him. With help from Laney's friend, Jesse Jackson (Elden Henson), Zack eventually is successful in getting Laney to take him to a theater lounge frequented by artists and performers. Intending to deter him, Laney arranges for Zack to be called onto the stage and perform to his surprise. Zack manages to improvise a show with the Hacky Sack he happens to carry in his pocket. Laney is impressed by the performance, but rejects him again after he attempts to charm her.

text: Zack befriends her brother, Simon (Kieran Culkin), and in an attempt to stop this, Laney agrees to go to the beach with him once. She starts to make friends in the popular crowd as they get a chance to know her. Zack then successfully persuades her to attend a party at Preston's (Dulé Hill) house the same night, and he employs his sister Mac (Anna Paquin) to give her a makeover, transforming her into a stunning beauty. Laney's attendance at Preston's party sparks jealousy in Taylor, who then humiliates Laney, but Laney is consoled by Zack, who has by now developed a true affection for her.

text: As a result of her new appearance and Zack's interest, Laney is nominated for Prom Queen and begins an uneasy battle with Taylor for the crown. Taylor faces humiliation of her own when Brock informs her their relationship is over, and that he only used her to increase his own popularity (which proves successful with the producers of MTV offering him his own show). In the meantime, Dean begins to show an interest in Laney as her popularity begins to soar and Zack's victory becomes more imminent. Dean tries to invite Laney as his prom partner in an attempt to ruin Zack's attempt to boost Laney's winning chance with his own popularity, but Laney refuses. After falling out with Zack, Dean deliberately tells Laney about the bet and she forces a confession from Zack in public. Feeling objectified and betrayed, Laney refuses to see Zack again.

text: Unable to reconcile with Laney, Zack ends up attending the prom with his sister, while Taylor arrives alone, thinking that Zack is still interested in her despite his refusal of her advances. A disheartened Laney reluctantly dresses up after some persuasion from her father Wayne (Kevin Pollak) and goes to the dance with Dean when he shows up at her house in a tuxedo to invite her again to be his prom date.

text: At the prom, after a dance scene presided over by the school's resident DJ (Usher Raymond), Mac meets Jesse and they become friends. Dean boasts to Preston and others in the bathroom that he is succeeding in seducing Laney and has rented a hotel room with intention of having sex with her. Jesse overhears this, in a stall, and warns Mac and Zack. Taylor is then crowned Prom Queen with just over half the votes; she begins a long berating speech which is interrupted by the microphone being turned off by a teacher. By now, the students have seen Taylor for who she is, thanks to Mac revealing her actions against Laney and her involvement with Dean to sabotage Zack. As a result, Taylor is further humiliated when she loses her popularity and her friends. Laney leaves the prom with Dean, while Zack attempts to intervene but loses track of them.

text: When Laney returns to her home, Zack is there waiting for her, along with her father and Simon who are waiting up for her. Laney explains how she fought off Dean's advances by deafening him with an air horn. Zack confesses his true feelings to Laney, and asks for forgiveness as well as the chance to further their relationship, which she grants. Laney tells Zack that she is considering art school after graduation, and Zack jokingly tells her that she has inspired him to pursue a career in performance art. After their first dance and kiss, Laney asks Zack about his bet with Dean (which is now lost), and Zack responds that he will gracefully honor the terms.

text: At the graduation ceremony, the terms of the bet are revealed, Zack must appear nude on stage because he lost. After his name is called, Zack heads to the stage wearing only a graduation cap and strategically carrying a soccer ball. In the final shot he is not visible, but we see Laney with the soccer ball being thrown to her and the rest of the students reacting to Zack no longer having it for cover.

text: Cast[edit]

text:
Freddie Prinze, Jr. as Zachary "Zack" Siler
Rachael Leigh Cook as Laney Boggs
Paul Walker as Dean Sampson, Jr.
Matthew Lillard as Brock Hudson
Jodi Lyn O'Keefe as Taylor Vaughan
Kevin Pollak as Wayne Boggs
Usher Raymond as Campus DJ
Kimberly "Lil' Kim" Jones as Alex Chason Sawyer
Anna Paquin as Mackenzie "Mac" Siler
Kieran Culkin as Simon Boggs
Elden Henson as Jesse Jackson
Sarah Michelle Gellar as Girl in Cafeteria (uncredited)
Gabrielle Union as Katarina "Katie" Darlingson
Dulé Hill as Preston
Tamara Mello as Chandler
Clea DuVall as Misty
Tim Matheson as Harlan Siler
Alexis Arquette as Mitch
Chris Owen as Derek Funkhouser Rutley
Vanessa Lee Chester as Melissa's Friend
Milo Ventimiglia as Soccer Player
Takbir Bashir as Rapper
Brandon Mychal Smith as JV Cleaning Boy
Flex Alexander as Kadeem
Debbi Morgan as Laney's Art Teacher
Carlos Jacott as Prom Photographer
Michael Milhoan as Principal Stickley
Patricia Charbonneau as Lois Siler
Katharine Towne as Savannah

tag: ul

text: Soundtrack[edit]

text:
Track no.
Title
Writer and music composer
Performed by
Published by
Publishing by
Courtesy (TM/C)

01.
Prophecy
Cinjun Tate (as August Cinjun Tate), Shelby Tate, Cedric Lemoyne, Jeffrey Cain Thompson, Gregory Slay
Remy Zero
Warner-Tamerlane Publishing Corp. (BMI)
Chloroform Music
Geffen Records, Inc., License from Universal Music Special Markets

02.
Baby Got Going
Liz Phair & Scott Litt
Liz Phair
Sony/ATV Tunes LLC and Civil War Days Music/Resonant Frequency Music (ASCAP)

Matador/Capitol Records

03.
Be Free
Apl.de.Ap (as Pineda), Will.i.am (as Adams), Stahl, Goldberg
The Black Eyed Peas (as Black Eyed Peas)
Jeepney Music Publishing (BMI), will.i.am.music (BMI), PolyGram International Publishing, Inc. (ASCAP)

Interscope Records, License from Universal Music Special Markets

04.
Blacktop Beat
Lucas MacFadden (as Lucas Macfadden)
Jurassic 5
Upper Cut Music (ASCAP)

RBI Records

05.
Up To Us
Allrighse
Allrighse
Allrighse Music, I Like 'Em Thicke Music (ASCAP)

RBI Records

06.
Wanderer
J. Ralph (as Joshua "Spy" Ralph)
Spy
EMI April Music Inc., Sugar Bear Deluxe Music (ASCAP)
Warner Special Products
Lava/Atlantic Recordings Corp.

07.
Sugar
Jo Lloyd (as Lloyd), James Wright (as Wright), David Magee (as Magee)
Stretch Princess
Renfield Music (ASCAP)

Wind-up Records

08.
Kiss Me
Matt Slocum
Sixpence None The Richer
My So-Called Music / Squint Songs (ASCAP)

Squint Entertainment / Columbia Records

09.
Test The Theory
Robin File, Sean McCann, Martin Merchant & Robert Maxfield
Audioweb
Chrysalis Music (ASCAP)
Universal Film & TV Music
Mother Records

10.
Gorgeous
Kat Green
Girl Next Door
Ripley's Monster, Hambone Suitcase (BMI)

Ripley Recordings

11.
Ooh La La
Theo Keating
The Wiseguys
PRS
PRS
Wall Of Sound

12.
Give It To Me Baby
Rick James
Rick James
Jobete Music Co., Inc.
EMI April Music Inc. (ASCAP) & Universal Film & TV Music
Motown Record Company L.P.

13.
Shuck & Jive
John Davis
Superdrag
Warner-Tamerlane Publishing Corp. & Flame On Music (BMI)
Warner Special Products
Elektra Entertainment Group

14.
Hanging On
Emily Gerber and Carlos Calvo
Emily & Carlos
Time Jump Music (ASCAP)

OK Management Company

15.
66
Greg Dulli
The Afghan Whigs
Warner-Tamerlane Publishing Corp. & Kali Nichta Music (BMI)
Sony Music Licensing
Columbia Records

16.
Nonstop Operation
MC Tunes (as N. Lockett), S. Hickling, S. Jones, M. Lawrence, G. Gasper, P. Billington
The Dust Junkys (as Dust Junkys)
PolyGram International Publishing, Inc. (ASCAP)
Universal Film & TV Music
Polydor Limited

17.
Believe
Goldie
Goldie
Warner, Chappell Music LTD. (PRS)
WB Music Corp. (ASCAP) & Universal Film & TV Music
London Records 90 Limited

18.
The Rockafeller Skank
Fatboy Slim (as Norman Cook), Terry Winford, John Barry
Fatboy Slim
PolyGram Music Publishing, Ltd., MCA, Glenwood Music Corp. & EMI Robbins (ASCAP)

Astralwerks

text: Production[edit]

text: Writing[edit]

text: R. Lee Fleming, Jr. is officially credited as the sole screenwriter for the film, and in a 2002 interview, M. Night Shyamalan confirmed that he polished the screenplay while adapting Stuart Little and writing a spec script for The Sixth Sense. This was also confirmed in the film's audio commentary by director Robert Iscove.[3]

text: In 2013, Shyamalan claimed that instead of polishing Fleming, Jr.'s original script, he actually ghost-wrote the film.[4] This was disputed by someone who claimed to be Fleming, Jr.[5] in a message on Twitter that has since been deleted.[6]

text: On June 17, 2013, Jack Lechner (who served as Miramax's head of development in the late 1990s) confirmed that technically both Shyamalan and Fleming, Jr. contributed to the script: Fleming, Jr. wrote the initial script that Miramax bought while Shyamalan did an uncredited rewrite (doing more than "a polish") that got the film green-lit. Lechner reiterated that content from both writers was included in the final cut of the film.[7][8]

text: Reception[edit]

text: Critical response[edit]

text: She's All That received mixed to negative reviews from film critics. The review aggregator site Rotten Tomatoes gives the film a score of 39% and an average rating of 4.9/10 based on reviews from 59 critics, with the consensus: "Despite its charming young leads, She's All That can't overcome its predictable, inconsistently funny script."

text: The film won eight awards, and was nominated for five others. The individual critics were also mixed. The film was the last to be reviewed by Gene Siskel before his death in 1999, who gave a favorable review and wrote that "Rachael Leigh Cook, as Laney, the plain Jane object of the makeover, is forced to demonstrate the biggest emotional range as a character, and she is equal to the assignment."[9]

text: Box office[edit]

text: Generally regarded as a "feel-good movie", the film was a sleeper hit and reached No. 1 at the box office in the first week of its release in theaters, grossing $16,065,430 over the Super Bowl opening weekend.[1] It earned $63,366,989 in the United States and $39,800,000 at international box offices, totaling $103,166,989 worldwide against a production budget of $10,000,000.[1]

text: Accolades[edit]

text: The film won and was nominated for several awards.

text:
Year
Ceremony
Category
Nominee
Result

1999
YoungStar Awards
Best Performance by a Young Actress in a Comedy Film
Rachael Leigh Cook
Won

Teen Choice Awards
Choice Movie Actor
Freddie Prinze, Jr.
Won

Choice Movie: Love Scene
Freddie Prinze, Jr. & Rachael Leigh Cook
Won

Choice Movie: Comedy
Nominated

MTV Movie Awards
Best Breakthrough Female Performance
Rachael Leigh Cook
Nominated

Best On-Screen Duo
Freddie Prinze, Jr. & Rachael Leigh Cook
Nominated

2000
Young Hollywood Awards
Best Bad Girl
Jodi Lyn O'Keefe
Won

Best Song
Sixpence None the Richer ("Kiss Me")
Won

Kids' Choice Awards, USA
Favorite Movie Couple
Freddie Prinze, Jr. & Rachael Leigh Cook
Won

Blockbuster Entertainment Awards
Favorite Actress – Newcomer (Internet Only)
Rachael Leigh Cook
Won

Favorite Actor – Comedy/Romance
Freddie Prinze, Jr.
Nominated

ASCAP Film and Television Music Awards
Most Performed Songs from Motion Pictures
Matt Slocum ("Kiss Me")
Won

ALMA Awards
Outstanding Actor in a Feature Film
Freddie Prinze, Jr.
Nominated


document_title: Board of directors

question_text: the board of directors of a u.s. corporation is elected by

question_tokens: the board of directors of a u.s. corporation is elected by

text: Board of directors

text: Terminology[edit]

text: Other names include board of directors and advisors, board of governors, board of managers, board of regents, board of trustees, or board of visitors. It may also be called "the executive board" and is often simply referred to as "the board".[4]

text: Roles[edit]

text:
Business administration
Management of a business
Accounting[show]
Management accounting
Financial accounting
Financial audit

Business entities[show]
Cooperative
Corporation
Limited liability company
Partnership
Sole proprietorship
State-owned enterprise

Corporate governance[show]
Annual general meeting
Board of directors
Supervisory board
Advisory board
Audit committee

Corporate law[show]
Commercial law
Constitutional documents
Contract
Corporate crime
Corporate liability
Insolvency law
International trade law
Mergers and acquisitions

Economics[show]
Commodity
Public economics
Labour economics
Development economics
International economics
Mixed economy
Planned economy
Econometrics
Environmental economics
Open economy
Market economy
Knowledge economy
Microeconomics
Macroeconomics
Economic development
Economic statistics

Finance[show]
Financial statement
Insurance
Factoring
Cash conversion cycle
Insider dealing
Capital budgeting
Commercial bank
Derivative
Financial statement analysis
Financial risk
Public finance
Corporate finance
Managerial finance
International finance
Liquidation
Stock market
Financial market
Tax
Financial institution
Working capital
Venture capital

Marketing[show]
Marketing
Marketing research
Public relations
Sales

Types of management[show]
Asset
Brand
Business intelligence
Business development
Capacity
Change
innovation
Commercial
marketing
Communications
Configuration
Conflict
Content
Customer relationship
Distributed
Earned value
Electronic business
Enterprise resource planning
management information system
Financial
Human resource
development
Incident
Integrated
Knowledge
Materials
Network
administrator
Office
Operations
services
Performance
Power
Problem
Process
Product life-cycle
Product
Project
Quality
Records
Resource
Risk
crisis
Sales
Security
Service
Strategic
Supply chain
Systems
administrator
Talent
Technology

Organization[show]
Architecture
Behavior
Communication
Culture
Conflict
Development
Engineering
Hierarchy
Patterns
Space
Structure

Trade[show]
Business analysis
Business ethics
Business plan
Business judgment rule
Consumer behaviour
Business operations
International business
Business model
International trade
Business process
Business statistics

 Business and economics portalvte

text: Typical duties of boards of directors include:[5][6]

text:
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;

text: The legal responsibilities of boards and board members vary with the nature of the organization, and between  jurisdictions. For companies with publicly trading stock, these responsibilities are typically much more rigorous and complex than for those of other types.

text: 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.[7]

text: Directors[edit]

text: 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.[8]

text: Inside director[edit]

text: 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.

text: Typical inside directors are:

text:
A chief executive officer (CEO) who may also be chairman of the board
Other executives of the organization, such as its chief financial officer (CFO) or executive vice president
Large shareholders (who may or may not also be employees or officers)
Representatives of other stakeholders such as labor unions, major lenders, or members of the community in which the organization is located

text: 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.[9]

text: Outside director[edit]

text: 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.[10] Outside directors are not employees of the company or affiliated with it in any other way.

text: Outside directors bring outside experience and perspectives to the board. For example, for a company that only serves a domestic market, 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 insider 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.

text: Terminology [edit]

text:
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 – an inside director who is not an executive with the organization
Shadow or de facto director – an individual who is not a named director but who nevertheless directs or controls the organization
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 appointor/s or other interest in the appointing company

text: Individual directors often serve on more than one board.[11] This practice results in an interlocking directorate, where a relatively small number of individuals have significant influence over a large number of important entities. This situation can have important corporate, social, economic, and legal consequences, and has been the subject of significant research.[citation needed]

text: Process and structure[edit]

text: The examples and perspective in this  section deal primarily with the United States and do not represent a worldwide view of the subject. You may improve this article, discuss the issue on the talk page, or create a new article, as appropriate. (May 2018) (Learn how and when to remove this template message)

text: 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.[12] 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 USA are the National Association of Corporate Directors, McKinsey Consulting and The Board Group.

text: Board meetings[edit]

text: 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.[13] They may also specify how a quorum is to be determined.[13]

text: Most organizations have adopted Robert's Rules of Order as its guide to supplement its own rules[where?].[14] In this book, the rules for conducting board meetings may be less formal if there is no more than about a dozen board members present.[15] An example of the informality is that motions are not required if it's clear what is being discussed.[16]

text: Size[edit]

text: Historically, nonprofit boards have not uncommonly had large boards with up to twenty-four members, but a modern trend is to have smaller boards as small as six or seven people.[17] Studies suggest that after seven people, each additional person reduces the effectiveness of group decision-making.[17]

text: Non-corporate boards[edit]

text: The role and 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.

text: Much of what has been written about boards of directors relates to boards of directors of business entities actively traded on public markets.[18] More recently, however, material is becoming available for boards of private and closely held businesses including family businesses.[19]

text: 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.[citation needed]

text: Membership organizations[edit]

text: 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.[20] 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.[4]

text: 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.[7] The directors may also be classified as officers in this situation.[21] 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.[22]

text: 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.[23]

text: Corporations[edit]

text: 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.

text: Governance[edit]

text: 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.[24]

text: Another feature of boards of directors in large public companies is that the board tends to have more de facto power. Many shareholders grant proxies to the directors to vote their shares at general meetings and 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.[24]

text: 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.

text: 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.[25]

text: Two-tier system[edit]

text: In some European and Asian countries, there are two separate boards, an executive 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 CEO (chief executive or managing director) presides over the executive board and the chairman presides over the supervisory board, and these two roles will always be 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).

text: History[edit]

text: The examples and perspective in this  section deal primarily with the United Kingdom and do not represent a worldwide view of the subject. You may improve this article, discuss the issue on the talk page, or create a new article, as appropriate. (April 2016) (Learn how and when to remove this template message)

text: 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.[30]

text: 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."[31]

text: 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.

text: The modern doctrine was expressed in John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113 by Greer LJ as follows:

text: 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.

text: It has been remarked[by whom?] 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.[32]

text: Election and removal[edit]

text: In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting[a] 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.[33] Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing,[34] nomination committees have historically received input from management in their selections even when the CEO does not have a position on the board.[33] 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.[35] 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.[33]

text: 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).

text: 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.(needs citation)

text: 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 him or her;[b] the company must often supply a copy of the proposal to the director, who is usually entitled to be heard by the meeting.[c] The director may require the company to circulate any representations that he wishes to make.[d] Furthermore, the director's contract of service will usually entitle him to compensation if he is removed, and may often include a generous "golden parachute" which also acts as a deterrent to removal.[citation needed]

text: A recent study examines how corporate shareholders voted in director elections in the United States.[36]  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.[37]

text: 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.[38] 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.[39]

text: Exercise of powers[edit]

text: 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.[40]

text: In most common law countries, the powers of the board are vested in the board as a whole, and not in the individual directors.[41] However, in instances an individual director may still bind the company by his acts by virtue of his ostensible authority (see also: the rule in Turquand's Case).

text: Duties[edit]

text: 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.

text: 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.[42] 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.[43]

text: "Proper purpose"[edit]

text: 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 feather his or her own nest 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.

text: The seminal authority in relation to what amounts to a proper purpose is the Supreme Court decision in Eclairs Group Ltd v JKX Oil & Gas plc [2015] UKSC 71 (2 December 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.[44] It was alleged that the directors had issued a large number of 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.[45] If so, the mere fact that an incidental result (even if it was a desired consequence) was that a shareholder lost his 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.

text: Not all jurisdictions recognised the "proper purpose" duty as separate from the "good faith" duty however.[e]

text: "Unfettered discretion"[edit]

text: 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.[f] This is so even if there is no improper motive or purpose, and no personal advantage to the director.

text: 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).

text: "Conflict of duty and interest"[edit]

text: 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 his decision was in fact well founded. Traditionally, the law has divided conflicts of duty and interest into three sub-categories.

text: Transactions with the company[edit]

text: By definition, where a director enters into a transaction with a company, there is a conflict between the director's interest (to do well for himself out of the transaction) and his duty to the company (to ensure that the company gets as much as it can out of the transaction). 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:

text: 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.

text: 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.[g]

text: Use of corporate property, opportunity, or information[edit]

text: 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.

text: 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,[h] held that:

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

text: The decision has been followed in several subsequent cases,[46] and is now regarded as settled law.

text: Competing with the company[edit]

text: 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.

text: Common law duties of care and skill[edit]

text: 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:

text: 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.

text: 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:

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

text: 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.[47]

text: Remedies for breach of duty[edit]

text: In most jurisdictions, the law provides for a variety of remedies in the event of a breach by the directors of their duties:

text:
injunction or declaration
damages or compensation
restoration of the company's property
rescission of the relevant contract
account of profits
summary dismissal

text: Current trends[edit]

text: 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:

text:
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, and
the need to act fairly as between members of a company

text: 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.[48]

text: The Board and Society[edit]

text: Most companies have weak mechanisms for bringing the voice of society into the board room. They rely on personalities who weren't 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 [49] 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.

text: 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.

text: United States[edit]

text: Sarbanes–Oxley Act[edit]

text: 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."

text: 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.

text: Size[edit]

text: 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.[50]  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).[51][52]

text: Committees[edit]

text: 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.[50][53]

text: Compensation[edit]

text: Directors of Fortune 500 companies received median pay of $234,000 in 2011. Directorship is a part-time job. A recent National Association of Corporate Directors study found directors averaging just 4.3 hours a week on board work.[54] Surveys indicate that about 20% of nonprofit foundations pay their board members,[55] and 2% of American nonprofit organizations do.[56][57] 80% of nonprofit organizations require board members to personally contribute to the organization,[58] as BoardSource recommends.[59] This percentage has increased in recent years.[60][61][62]

text: Criticism[edit]

text: According to John Gillespie, a former investment banker and co-author of a book critical of boards,[63] "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".[54] At the same time, scholars have found that individual directors have a large effect on major corporate initiatives such as mergers and acquisitions[64] and cross-border investments.[65]

text: 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.[66] 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.[67]