Also known as:chairs · chaired · chairing · chairperson · chairpersons · chairwoman · chairwomen · chairman
Written by attorneys · grounded in primary & secondary sources — see below
The presiding officer of a deliberative assembly who maintains order and conducts the meeting according to established rules. The chair is appointed as provided in the bylaws or by the board of directors and possesses authority to determine the order of business and establish rules for the conduct of the meeting unless the articles or bylaws provide otherwise.
Sources & Authorities· 12 primary sources
Select any source to read its text and confirm it supports the definition.
Statutes
Model Codes
How it applies
Common Examples
6
Shareholder Meeting Presided Over
Canyon Construction holds its annual shareholder meeting. The board appoints Catherine Carter as chair under the bylaws. Catherine Carter calls the meeting to order and announces the order of business including the election of directors.
Director Resignation Delivered
Clifford Cox decides to step down from the board of Cascade Manufacturing. He delivers a written notice of resignation to the board or its chair as required by the statute. The chair accepts the notice and proceeds with the meeting agenda.
Officer Resignation Notice
Charles Cunningham an officer at Crystal Dynamics prepares a resignation letter. He delivers the written notice to the board its chair or the appointing officer to effect his departure from the position. The chair notes the resignation and continues conducting the meeting.
At the annual meeting of Apex Industries the appointed chair recognizes each shareholder who wishes to speak. The chair then calls for the vote on the proposed merger and announces the result after tallying proxies.
Meeting Rules Established
During the special meeting of Horizon Partners the chair establishes time limits for debate on each agenda item. Shareholders comply with the rules the chair has announced under authority granted by the bylaws.
Order Of Business Determined
The chair at the quarterly board meeting of Summit Corp. decides to take up the budget discussion before the officer reports. Directors follow the order the chair has set for the remainder of the session.
Common questions
Frequently Asked
3
Who appoints the chair at a shareholders meeting under the Model Business Corporation Act?+
The chair is appointed as provided in the bylaws or in the absence of such provision by the board of directors.
Supporting sources
What authority does the chair possess regarding the order of business at a meeting?+
The chair determines the order of business and has authority to establish rules for the conduct of the meeting unless the articles of incorporation or bylaws provide otherwise.
Supporting sources
How may a director resign under the Model Business Corporation Act?+
A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair or to the secretary.
Supporting sources
384 U.S. 436 (1966)Evidence
…of foreclosing questioning without the necessary warnings but at the same time permitting the accused, sitting in the same chair in front of the same policemen, to waive his right to consult an attorney. It expects, however, that the accused will not often waive the right; and if it is claimed that he has, the State…