Ajeanette Posted February 9, 2013 at 06:29 PM Report Share Posted February 9, 2013 at 06:29 PM 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 March? Link to comment Share on other sites More sharing options...
Chris Harrison Posted February 9, 2013 at 06:50 PM Report Share Posted February 9, 2013 at 06:50 PM Why wouldn't he? Link to comment Share on other sites More sharing options...
Ajeanette Posted February 9, 2013 at 07:55 PM Author Report Share Posted February 9, 2013 at 07:55 PM 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. Link to comment Share on other sites More sharing options...
Chris Harrison Posted February 9, 2013 at 08:04 PM Report Share Posted February 9, 2013 at 08:04 PM There is no reason under RONR why he couldn't preside at the February meeting though your bylaws or other applicable rules might so you should check them. People can come up with the most absurd reasons why something can or cannot be done so my suggestion is to have a copy of RONR/11, the bylaws, and any other applicable rules on hand at the meeting. If someone tries to say he can't preside plop down RONR and the rules and ask them to show you where the rule is supporting their claim. Link to comment Share on other sites More sharing options...
Ajeanette Posted February 9, 2013 at 08:07 PM Author Report Share Posted February 9, 2013 at 08:07 PM Thanks Chris! Is there a specific reference in RONR 11 which you can point me to that discusses this? Link to comment Share on other sites More sharing options...
jstackpo Posted February 9, 2013 at 08:17 PM Report Share Posted February 9, 2013 at 08:17 PM For which "this" are you seeking a reference?The next step in your organizational life is amend the bylaws to remove the (paid) CEO from membership on the board. Do you really want the (current) CEO in a position, on the board, in which he can vote on his own pay scale? (I'm presuming your Board sets salaries for your paid personnel.) You can always tell the CEO (when he is no longer an "member") to show up at board meetings if he wants to keep his job, &c. Link to comment Share on other sites More sharing options...
Ajeanette Posted February 9, 2013 at 08:40 PM Author Report Share Posted February 9, 2013 at 08:40 PM 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? Link to comment Share on other sites More sharing options...
jstackpo Posted February 9, 2013 at 08:50 PM Report Share Posted February 9, 2013 at 08:50 PM The chair presides -- see p. 448 ff.Paid CEO: "Recusal" is voluntary. Why rely on the integrity of your CEO when you can easily (I suppose) eliminate that particular conflict of interest. Link to comment Share on other sites More sharing options...
Ajeanette Posted February 9, 2013 at 08:59 PM Author Report Share Posted February 9, 2013 at 08:59 PM 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". Link to comment Share on other sites More sharing options...
jstackpo Posted February 9, 2013 at 11:29 PM Report Share Posted February 9, 2013 at 11:29 PM A parliamentarians job is, in part, to look on the dark side and attempt to head off problems before they hit.In your case, things seem well lit.But I will still reserve an "I told you so!" or two. Link to comment Share on other sites More sharing options...
Guest Edgar Posted February 9, 2013 at 11:56 PM Report Share Posted February 9, 2013 at 11:56 PM . . . the practice has worked well over the course of 40 years . . .I'm reminded of the guy who jumped off the Empire State Building and, as he past the 40th floor, was asked how it was going."So far so good" was his reply. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 17, 2013 at 01:27 AM Report Share Posted February 17, 2013 at 01:27 AM 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?Since presiding over meetings is the principle principal duty of a chair, I doubt you will find a statement that the chair is not precluded from presiding.Nor in a text on plumbing are you likely to find language stating that plumbers are not precluded from plumbing. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted February 17, 2013 at 03:26 AM Report Share Posted February 17, 2013 at 03:26 AM Since presiding over meetings is the principle [principal] duty of a chair, I doubt you will find a statement that the chair is not precluded from presiding."The chair, however, should not hesitate to put the question on a motion to elect officers or appoint delegates or a committee even if he is included." (RONR, 11th ed., pp. 451-452) Link to comment Share on other sites More sharing options...
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