Chairman of the Board not a director

[Guest Keith F.]

In a private company, can the Board of Directors name a Chairman of the Board who is not actually one of the Board members?

[Edgar Guest]

It's possible that the person presiding at meetings of the board (i.e. the chair) is not a member of the board but it would be unusual. In most instances the board elects the chair from among its members. In other instances the general membership elects the board members and also selects the chair.

 

What do your bylaws says about how the chair is selected?

[Richard Brown]

In a private company, can the Board of Directors name a Chairman of the Board who is not actually one of the Board members?

 

That depends on what state law and your bylaws say.  RONR does not address that point directly other than pointing out that an executive board (or board of directors) usually consists of the organizations officers plus other directors.  (RONR 11th edition pages 482 - 284.  However, there is no rule in RONR as to who may or may not be an officer or chairman of the board.   That is normally determined by the entity's bylaws. 

[Guest Keith F]

The By-Laws provide that the President of the Corporation, if a director, shall by default act as Chair.  They then continue: "Otherwise, or on a decision to the contrary by a majority of the directors ... any person may be appointed to chair the meeting."  Note the use of "any person", not "any director".  And later, under the heading Legal Advisors, after providing that legal advisors to individual directors cannot attend, the By-Laws then state: "However, the Corporation may appoint as chairperson or secretary of a Board meeting or committee meeting any professional including a legal advisor."

[Richard Brown]

Keith, I am of the opinion that the bylaw provisions you quoted refer to the ability to appoint someone other than the president to chair a particular meeting, not to become The chairman of the board.  Note the language you quoted:  "any person may be appointed to chair the meeting." (emphasis added).  Note that it says "the meeting".... singular.

 

Then later, the quoted bylaw provision says: "However, the Corporation may appoint as chairperson or secretary of a Board meeting or committee meeting any professional including a legal advisor."  Note again that it says "of a board meeting"...  meaning, to me, of a particular meeting at which the president is absent.

 

This could be considered a matter of interpreting your bylaws, which only your organization can do, but if the bylaw provision is clear, there is nothing to interpret.