Section 4 Only -- Commentary on the new Chairman of the Board Position (6.17)

The Chairman of the Board position is new.  We have left the responsibilities open except for the one that seems absolutely natural – to represent the board's actions.  There have been cases in the recent past (e.g., a grant proposal) where the legal paperwork wanted a signature by the CEO/President and a second signature by someone who could represent the actions of the Board.  

The Committee proposed a one-year term because the Board composition changes annually.  Each current group of Directors should be able to choose the Chair of their choice.   A longer term might also produce problems if the three-year Director term doesn't coincide with Chairmanship term.  Note election to Chairman (by the Board) is separate from election to the Board (by the Congress).  If a Chairman is not reelected as chair, he is still on the board.  Note finally that the one-year rotation/re-affirmation makes it a little more likely LifeRing will always have an energetic Board Chairman, rather than somebody who comes on strong but trails off after a year or two.  

Section 6.17 makes it relatively hard to appoint and remove the Chairman.   Given a quorum for a Board meeting is four (of nine), it is conceivable that without something like the requirement of an absolute majority vote, the vote of three board members could elect or remove the Chairman.  None of us on the Committee see this as a problem any time soon, but it seems poor policy to enable a loophole for action by a minority dissident faction.