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May a Board Chair Become Interim CEO?


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The by-laws of our non-profit state that in the event of a vacancy in the office of the President & CEO, the Board shall appoint a committee to submit nominations for candidates for that office to the board.  The by-laws do not contain any direction on CEO succession planning.

 

The CEO has just resigned, and the organization needs an interim senior exec in the President & CEO position until a new senior leader can be hired.  No one amongst the organization's senior executive team is necessarily prepared to step up and fulfill the Interim CEO role.  The Board Chair is vested in the success of the organization, and has agreed to fill the Interim CEO role -- even if he has to temporarily step down from his board chair role to do it. 

 

What is the best approach to enable this smooth transition of authority?  Can the Board's executive committee vote on the Chair becoming interim CEO, or must that be done through a full board vote?  The board chair would continue to do his full-time corporate job, would fulfill the duties of the non-profit CEO position on a part-time basis, and would not draw a salary from the non-profit.

 

Thanks for your insight!!

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The by-laws of our non-profit state that in the event of a vacancy in the office of the President & CEO, the Board shall appoint a committee to submit nominations for candidates for that office to the board.  The by-laws do not contain any direction on CEO succession planning.

 

The CEO has just resigned, and the organization needs an interim senior exec in the President & CEO position until a new senior leader can be hired.  No one amongst the organization's senior executive team is necessarily prepared to step up and fulfill the Interim CEO role.  The Board Chair is vested in the success of the organization, and has agreed to fill the Interim CEO role -- even if he has to temporarily step down from his board chair role to do it. 

 

What is the best approach to enable this smooth transition of authority?  Can the Board's executive committee vote on the Chair becoming interim CEO, or must that be done through a full board vote?  The board chair would continue to do his full-time corporate job, would fulfill the duties of the non-profit CEO position on a part-time basis, and would not draw a salary from the non-profit.

 

No rule in RONR would prohibit the Board Chair from being appointed as Interim CEO, and no rule in RONR would even prohibit someone from serving as Board Chair and Interim CEO simultaneously (although whether this is advisable is another question entirely).

 

You'll need to look to your organization's rules to see who has the authority to hire this position. RONR contains no advice on "the best approach to enable this smooth transition of authority."

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