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Board Chair selected as new CEO


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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?

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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.

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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.

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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?

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. . . 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.

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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.

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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)

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