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  1. Thanks for the reference JD. your point about recusal is well-taken; however, the practice has worked well over the course of 40 years and it's "one" vote out of 39; and surely serves the CEO well to be in accordance with the "sense of the body".
  2. JD, the "this" which I'm referencing is one which would not preclude the Chair from presiding. Regarding the paid CEO on the board, during any matter which involves salary and / or other matters specifically related to their status; couldn't this simply be a matter of recusal with the record reflecting such?
  3. Thanks Chris! Is there a specific reference in RONR 11 which you can point me to that discusses this?
  4. Chris, there is no "reason" why he wouldn't procedurally. there are however a few detractors on the board who didn't want him to become the new CEO and we are anticipating several procedurally attempts to have him declared ineligible to preside. We are trying to cover all bases.
  5. Background: Chair of the Board is a non-paid volunteer officer (elected by the board); and the President and CEO ('CEO') is a paid staff person who also has a seat on the board, per our bylaws. The previous CEO resigned months ago and at the conclusion of a national search, the Chair of the Board was selected (via board vote) to become the new CEO. The new CEO will begin effective March 1. Question: There is a meeting of the Board of Directors at the end of February, does the Chair (soon to be new CEO) preside over that meeting given that he doesn't officially take on his new role until M
  6. John R / Others, can you provide a RONR citation for this? There has been a request from a board member.
  7. Thank you John R. Per Post #2 (RONR silent on anything Interim) - it is recommended that organizations fully contemplate these type scenarios and augment the by-laws as appropriate?
  8. I should have made a clearer distinction between the roles. The P/CEO is a staff person (i.e. hired to run the organization), who also holds a seat on the board (which is covered in our bylaws). So my question remains...does the Interim P/CEO have the same voting rights, etc as a permament P/CEO in terms of their role on (or as it relates to) the BOD?
  9. The President and CEO ('P/CEO') recently resigned from our 501c3 organization. The P/CEO also has a seat on the Board of Directors ('BOD'). We have appointed an Interim P/CEO (who is also a current staff person - if that matters), until the search is completed for a permanent P/CEO. My question is does the Interim P/CEO have the same voting rights, etc as a permament P/CEO in terms of their role on (or as it relates to) the BOD? Our bylaws are silent on anything related to an "Interim".
  10. Thank you John R! this is as anticipated; however I wanted to check.
  11. The Chair of our Board (non-profit) currently chairing the Search Committee for a new President and CEO. The Chair is planning to resign from the Search committee and pursue the position of President and CEO themself. what is the protocol (bylaws are silent) for Chair resigning from search committee and a new member of search committee being named as well as a new chair of the search committee? Does this need to go to the full board of can the search committee appoint a new chairman and continue? Also, does chair need to step down from chair, board or can he simply recuse himself from matt
  12. J.J. I understand; however, if I am interested in returning to the position of Vice-Chair, I need to understand the procedural steps by which the multitude of steps need to occur (i.e. Chair to Vice Chair, Nominating Chair to Chair, reconstituting the committee, etc.)
  13. Our organization's Chairman died last week and our annual meeting is scheduled for next week. This is the meeting during which we elect officers. The Chair of the Nominating Committee has indicated that he would like to resign from committee chair and run for Chair of the Board. I am / was the Vice Chair and am now the Chair and have no interest in running for the Board Chair office; but would like to remain as Vice-Chair. Additionally, I would like to hold off on the election of Board Chair for at least 30 days to 1) honor the memory of our deceased Chair and 2) provide time for an orderly
  14. Thank you all! Is there a specific RR citation I can point to with respect to deal with what has been customary in terms of the past President presiding over the new elections (and they are no longer a member of the board) and this clearly not being in line with how an election should be conduted. I fully expect that this will not be a cake walk and the more credance I have to substantitate my actions and move this in the direction it should, the better.
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