Q&A #176 – Can a nonprofit appoint an interim Board Chair to replace a resigning chair?
Question: The Board chair of my nonprofit organization recently resigned. 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: An organization’s Bylaws and 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 who serves 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 the organization was incorporated, as well as the organization’s governing documents such as the Articles of Incorporation, Bylaws, and policies. On matters related to 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 nonprofits are relatively free to customize their Board and officer structure as they see fit.
Consequently, your first step is to check the organization’s Bylaws to determine if this document addresses the question about whether an interim (or “temporary”) Board Chair be appointed to temporarily replace a Board Chair who has resigned, termed out, or otherwise stepped down.
However, in my experience, Bylaws often do not explicitly address the appointment of interim directors or officers. 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.
Nonetheless, the absence of Bylaws language regarding interim directors or officers generally does 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 replacement. 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 can minimize the potential disruption and confusion that tends to arise when rushing to appoint a successor or interim replacement, and helps to ensure that critical Board Chair functions are handled in a timely manner during the transition process.
In any case, interim directors and officers of a nonprofit organization should be reminded that the oversight requirements and responsibilities applicable to these positions are no less than for regular directors and officers. While interim directors and officers will focus more on shorter-term continuity priorities, the same fiduciary duties apply whether directors and officers serve for a few months or for many years.
