Q&A #176 – Can a nonprofit appoint an interim Board Chair to replace a resigning chair?
Question: The longtime Board Chair of my nonprofit organization recently stepped down after many years of service. We will need some time to find the right person to fill this important role, so the Board would like to appoint an interim chair for a temporary period (most likely 3 to 6 months) while we look for a longer-term replacement. Are we permitted to appoint an interim Board Chair to serve less than a full term?
Answer: Your organization’s Bylaws and the applicable state nonprofit corporation laws will determine whether a Board Chair can be appointed for less than a full term, but there is usually no restriction against appointing an “interim” Board Chair to serve on a temporary basis until a longer-term successor is chosen. However, it is important to be aware that interim directors and officers are subject to the same fiduciary duties and other responsibilities as other directors and officers.
In general, nonprofit governance issues are determined by the nonprofit corporation laws of the state where a nonprofit organization was incorporated, as well as the organization’s governing documents such as the Articles of Incorporation, Bylaws, and policies. On matters like the election of directors, appointment of officers, and filling of vacancies in these positions, state law tends to defer mostly to the organization’s Bylaws, so organizations are relatively free to customize their Board and officer structure as they see fit.
Consequently, you should look first to the organization’s Bylaws to resolve questions about whether an interim Board Chair be appointed to temporarily replace a Board Chair who is stepping down.
In my experience, many organizations do not explicitly address the issue of “interim” directors or officers in their Bylaws. In these cases, all directors and officers will technically be subject to the same standard term lengths and term limits regardless of their “interim” status. However, this would not prevent an organization and its Board from communicating its intention that the “interim Board Chair” is meant to be a temporary bridge until the organization is able to find a longer-term successor. This can be important for setting expectations even if the Bylaws do not explicitly provide for an “Interim Board Chair” position. When the successor is chosen, the interim Board Chair can always resign or, if necessary, be removed.
Planning Tip – To facilitate expedient and smooth transitions when vacancies in key leadership roles (e.g. the Board Chair) arise, consider adding Bylaws provisions temporarily assigning the powers, duties, and committee memberships of these positions to other officers (such as a Vice Chair or Secretary). This approach helps to avoid the potential confusion that tends to arise when rushing to appoint a successor or interim replacement, and ensures that critical Board Chair functions are handled in a timely manner during the transition process.
In any case, interim (or “temporary”) directors or officers of a nonprofit organizations should be reminded that the fiduciary duties applicable to these positions are no less than for other directors or officers. The same requirements and responsibilities with regard to the oversight and operation of the organization will generally apply regardless of whether a director or officer serves for a few months or for many years.
