Bylaws that designate who shall chair meetings

[Guest JIm]

My bylaws (in my view “over”) specify that:

 

The Chair of the Board shall preside at every meeting of the Directors. If the Chair has advised the CEO that s/he will not be present at the meeting, is not present within 15 minutes of the time appointed for holding the meeting, or is unwilling or unable to act, the order of succession of chairing the meeting, subject to the same considerations for failure of the Chair of the Board to preside, is as follows:

 

(i)  Vice Chair;

(ii)  President;

(iii)  President-Elect;

(iv)  Chair of the General Assembly;

(v)  Honorary Secretary-Treasurer;

(vi)  Immediate Past President;

 

and if none of the above are in attendance, the Directors present shall choose one of their number to be Chair of the meeting. 

 

My questions are therefore:

 

1. Does the above bylaw make unavailable the provision in RONR to remove, from the individual who is holding the office of Chair, the function of the chair within a meeting of the Board? Or would people regard the provisions concerning "unable or unwilling" as within the latitude of the assembly (the directors present) to make a determination of failure to adhere to the rules as qualifying for somewhere between "unable" and "unwilling" for that meeting?

 

2. Should it happen that a majority of those present would prefer the meeting to be chaired by someone other than (i) in the list above – and provided that whoever had precedence in the list above had no objection – could a director, on being granted the floor, be in order to propose

 

"if there is no objection, to suspend the rule that stipulates who shall chair in order to be able to request that <person other than the Vice Chair> accept to fill the chair for the remainder of the meeting"

 

or is the board bound to follow the “prescription” and, as a result, depend on each of (i) - (vi) to sequentially "be unwilling" to accept the chair?

 

The latter would IMO be a shame, because it might technically consign each person who so-consented to a "refusal of duty", in a situation where there the purposes of the society are arguably not being thwarted.

 

Thanks

 

[Josh Martin]

1. Does the above bylaw make unavailable the provision in RONR to remove, from the individual who is holding the office of Chair, the function of the chair within a meeting of the Board?

 

No. "...it is indeed within the authority of the assembly, by a two-thirds vote, to suspend the rules so as to take away from the president the authority to preside during all or part of a given session. This is so even if the bylaws contain a provision to the effect that the president shall preside at all meetings, since such a provision is clearly in the nature of a rule of order." (Official Interpretation 2006-2) Although your assembly's rule is slightly different, it seems to me that the same principles apply.

 

2. Should it happen that a majority of those present would prefer the meeting to be chaired by someone other than (i) in the list above – and provided that whoever had precedence in the list above had no objection – could a director, on being granted the floor, be in order to propose

 

Yes. If all the people you're bypassing in the order of precedence are agreeable to this plan, then it is permissible for the board to elect someone else, by majority vote or unanimous consent. If one or more of the people you bypass is unwilling, it would require a 2/3 vote (as noted above).