Chairperson clause: Copy, customize, and use Instantly
Introduction
A chairperson clause outlines the appointment, responsibilities, and authority of the individual who presides over board or shareholder meetings. It ensures orderly conduct of meetings, clarifies decision-making power in tie situations, and provides a structure for leadership within formal governance settings.
Below are templates for chairperson clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Chairperson clause with board-appointed role
This version allows the board to appoint the chairperson.
The board of directors shall appoint one of its members to serve as the chairperson. The chairperson shall preside over all meetings of the board and shareholders unless otherwise agreed in writing.
Chairperson clause with rotating chair structure
This version rotates the chair among directors.
The role of chairperson shall rotate among board members on a [monthly/quarterly/annual] basis in alphabetical order of surnames unless otherwise agreed unanimously.
Chairperson clause with casting vote authority
This version gives the chair a tie-breaking vote.
In the event of a tie vote at any meeting, the chairperson shall have the casting vote, except where prohibited by applicable law or the company’s articles.
Chairperson clause with no additional voting rights
This version limits the chair’s role to facilitation only.
The chairperson shall facilitate the meeting but shall not have any additional voting rights beyond their ordinary shareholder or director vote.
Chairperson clause with removal mechanism
This version defines how to remove the chair.
The chairperson may be removed from their position by a majority vote of the board at any time, with or without cause, and a replacement shall be appointed immediately.
Chairperson clause with fixed term limit
This version sets a defined term.
The chairperson shall serve a term of [X] years from the date of appointment, after which the position shall be subject to re-election or reassignment by the board.
Chairperson clause with temporary chair fallback
This version provides for a stand-in chair.
If the appointed chairperson is absent or unavailable, the directors present shall elect a temporary chairperson for the duration of the meeting by majority vote.
Chairperson clause with duties outlined
This version lists chairperson responsibilities.
The chairperson shall be responsible for setting the meeting agenda (in consultation with the board), maintaining order, facilitating discussions, ensuring adherence to procedural rules, and recording resolutions passed.
Chairperson clause with founder-as-chair default
This version designates the founder as default chair.
The founder of the company shall serve as chairperson unless and until they resign, become incapacitated, or are removed by unanimous vote of the board.
Chairperson clause with independent director requirement
This version requires the chair to be independent.
The chairperson shall be an independent director who is not involved in daily executive management. Their primary role shall be to provide oversight and neutrality during board meetings.
Chairperson clause with dual-role restriction
This version prohibits the CEO from also being chair.
The chairperson of the board may not simultaneously hold the role of Chief Executive Officer, to ensure separation of governance and executive management functions.
Chairperson clause with vice chair succession
This version allows the vice chair to step in automatically.
In the absence or resignation of the chairperson, the vice chair shall automatically assume the role of acting chairperson until a new appointment is made by the board.
Chairperson clause with seniority-based appointment
This version appoints the longest-serving board member.
The chairperson shall be the longest-serving member of the board, unless otherwise decided by a two-thirds vote of the board.
Chairperson clause with external appointment option
This version allows non-board members to serve as chair.
The board may appoint an external individual with relevant governance experience to serve as chairperson, provided that appointment is approved by shareholders holding at least 75% of the voting rights.
Chairperson clause with age-based limit
This version includes a retirement age.
No individual may serve as chairperson beyond the age of [X], unless a waiver is granted by a unanimous vote of the board.
Chairperson clause with skill-based eligibility
This version requires specific qualifications.
Only individuals with prior governance or board leadership experience shall be eligible to serve as chairperson, as determined by a nomination committee.
Chairperson clause with performance review
This version requires annual assessment.
The chairperson’s effectiveness shall be reviewed annually by the board, and reappointment shall be contingent on satisfactory performance.
Chairperson clause with shareholder election
This version gives shareholders direct appointment rights.
The chairperson shall be elected annually by shareholders during the annual general meeting, by simple majority vote of those present or represented.
Chairperson clause with co-chair option
This version allows two people to co-lead.
The board may, by unanimous vote, appoint co-chairpersons who shall jointly preside over meetings and share chairperson responsibilities equally.
Chairperson clause with succession plan
This version requires a documented plan.
The board shall maintain a written succession plan identifying at least two qualified individuals who may serve as interim chairperson in the event of unexpected resignation or incapacity.
Chairperson clause with board vote threshold
This version defines voting requirements.
The chairperson shall be elected by a supermajority vote of at least 66% of all board members.
Chairperson clause with rotating shareholder-class chair
This version rotates based on share class.
In multi-class share structures, the chairperson role shall rotate annually between Class A and Class B shareholders.
Chairperson clause with limited term renewals
This version limits consecutive terms.
A chairperson may serve no more than two consecutive [X]-year terms unless extended by unanimous consent of the board.
Chairperson clause with interim appointment powers
This version grants temporary appointment authority.
If the chairperson resigns mid-term, the remaining board members may appoint an interim chairperson to serve until the next scheduled meeting.
Chairperson clause with emergency meeting powers
This version grants power to call emergency meetings.
The chairperson shall have the exclusive authority to convene emergency meetings of the board or shareholders when urgent matters require immediate attention.
Chairperson clause with agenda approval authority
This version makes the chair gatekeeper of agenda topics.
The chairperson shall review and approve all proposed agenda items before circulation to board or shareholders, subject to the inclusion of mandatory statutory matters.
Chairperson clause with tie-breaking limited to board
This version restricts casting vote to board votes only.
The chairperson shall only exercise a casting vote in the event of a tie during board meetings, not shareholder resolutions.
Chairperson clause with standing committee oversight
This version assigns committee coordination.
The chairperson shall oversee and coordinate the work of all standing committees, ensuring alignment with board priorities and meeting timelines.
Chairperson clause with dispute mediation powers
This version allows the chair to mediate disputes.
The chairperson may act as a neutral mediator in disputes between board members or shareholders and may propose non-binding resolutions.
Chairperson clause with authority over meeting adjournment
This version lets the chair adjourn unilaterally.
The chairperson has the authority to adjourn any meeting if proceedings become disruptive or non-compliant with governance procedures.
Chairperson clause with reporting obligations
This version requires reporting to shareholders.
The chairperson shall deliver a report to shareholders following each board meeting, summarizing decisions made and ongoing matters of strategic importance.
Chairperson clause with oversight of governance policies
This version assigns responsibility for governance review.
The chairperson shall oversee the annual review and updating of the company’s corporate governance framework.
Chairperson clause with attendance enforcement powers
This version allows enforcing director attendance.
The chairperson may issue formal notices to board members with repeated absences and escalate non-attendance to the governance committee.
Chairperson clause with legal compliance duty
This version places a compliance burden on the chair.
The chairperson shall be responsible for ensuring all meetings are conducted in accordance with applicable corporate laws and the company’s bylaws.
Chairperson clause with non-voting chair
This version makes the chair a non-voting role.
The chairperson shall facilitate meetings but shall not cast any votes unless specifically authorized by the shareholders.
Chairperson clause with onboarding responsibility
This version gives the chair onboarding duties.
The chairperson shall oversee the onboarding of new directors, including an introduction to the board’s procedures and company policies.
Chairperson clause with meeting time enforcement
This version allows the chair to limit speaking time.
The chairperson may limit speaking time for board or shareholder participants to maintain orderly and timely progression of the agenda.
Chairperson clause with chair emeritus status
This version allows honorary retention.
A former chairperson may be granted the title of Chairperson Emeritus and may attend meetings in a non-voting, advisory capacity.
Chairperson clause with shareholder class exclusion
This version excludes specific classes from chair eligibility.
Holders of non-voting or preferred shares shall not be eligible to serve as chairperson unless a special resolution permits otherwise.
Chairperson clause with term staggering
This version staggers chair terms from directors.
The term of the chairperson shall be staggered relative to director appointments to ensure continuity of board leadership.
Chairperson clause with liability limitation
This version limits the chair’s liability.
The chairperson shall not be held personally liable for actions taken in good faith while presiding over meetings, except in cases of gross negligence or willful misconduct.
Chairperson clause with diversity objective
This version promotes diversity.
In appointing the chairperson, the board shall consider diversity in background, experience, and representation, in line with the company’s inclusivity commitments.
Chairperson clause with alternate chair in executive sessions
This version designates a separate leader for closed sessions.
During executive sessions where the chair is conflicted or recused, another board member shall act as temporary chair for the duration of that session.
Chairperson clause with annual election from director pool
This version limits the candidate pool.
The chairperson shall be elected annually from among the current directors by majority vote.
Chairperson clause with supermajority removal
This version makes removal more difficult.
The chairperson may only be removed from office by a supermajority vote of at least 75% of all board members.
Chairperson clause with compensation review duty
This version adds a compensation oversight role.
The chairperson shall oversee the review of executive compensation packages and ensure alignment with shareholder interests.
Chairperson clause with conflict resolution facilitation
This version requires the chair to resolve board tensions.
The chairperson shall proactively address and mediate any conflicts among board members to maintain a collaborative governance environment.
Chairperson clause with company spokesperson role
This version gives the chair external responsibilities.
The chairperson shall serve as the official spokesperson of the board for all external communications unless delegated otherwise.
Chairperson clause with board strategy alignment duty
This version mandates alignment of activities.
The chairperson shall ensure that board discussions and resolutions remain aligned with the company’s long-term strategic objectives.
Chairperson clause with limitations on executive authority
This version separates executive powers.
The chairperson may not assume or exercise any operational or executive authority unless separately appointed to an executive position by the board.
Chairperson clause with emergency authority
This version provides for crisis leadership.
In the event of a declared emergency, the chairperson may take provisional actions to safeguard the company’s operations, subject to later board ratification.
Chairperson clause with cross-border meeting facilitation
This version applies in multinational boards.
For boards with international members, the chairperson shall ensure meeting times, language, and access are fairly adjusted across jurisdictions.
Chairperson clause with mentor duty to junior directors
This version promotes board development.
The chairperson shall mentor newly appointed directors and support their effective integration into board practices and responsibilities.
Chairperson clause with limit on public endorsements
This version restricts political engagement.
The chairperson may not make public political endorsements in the name of the company or its board unless formally approved by the board.
Chairperson clause with post-tenure advisory period
This version keeps outgoing chairs involved.
Upon conclusion of their term, the chairperson shall remain available in an advisory role for a transitional period of [X] months.
Chairperson clause with impartiality clause
This version reinforces neutrality.
The chairperson shall act with impartiality in moderating discussions and ensure that all board members have equal opportunity to contribute.
Chairperson clause with special meeting scheduling rights
This version gives scheduling power.
The chairperson may schedule special meetings of the board at their discretion, with no less than [X] days’ notice to all directors.
Chairperson clause with majority override option
This version lets the board override the chair.
Any decision made unilaterally by the chairperson may be overridden by a majority vote of the board, ensuring checks and balances.
Chairperson clause with limited compensation adjustment power
This version allows minor changes to pay.
The chairperson may approve minor adjustments to non-executive director compensation not exceeding [X]% of the prior year’s amount, subject to ratification at the next meeting.
Chairperson clause with annual retreat planning duty
This version assigns offsite responsibilities.
The chairperson shall coordinate the board’s annual strategic retreat, including agenda development and post-retreat action tracking.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.