Section 8
Chair of the Corporation
8.1
The Chair of the Corporation shall be elected annually and, at the time of election, shall be either a former President, the retiring President, or a non-emeritus member of the Corporation. No Corporation member may serve as Chair of the Corporation for more than six one-year terms. Any partial term of less than six months shall not be counted for purposes of determining the number of terms a Corporation member has served.
8.2
The specified duties of the Chair of the Corporation shall be:
8.2.1
To preside at all meetings of the members of the Corporation and to be an ex officio member of the Corporation.
8.2.2
To be the chair and an ex officio member of the Executive Committee; as chair of the Executive Committee, the Chair shall work in close cooperation with the President to prepare the agenda for Executive Committee meetings, preside at Executive Committee meetings, and present matters on which Executive Committee action, concurrence, or advice may be necessary or appropriate.
8.2.3
To be an ex officio member of the Development Committee, the Governance and Nominations Committee, and the GNC Recommending Group established under Section 13.4.2, and to be an ex officio director of the investment management company established under these Bylaws.
8.2.4
To propose to the Corporation for approval such ad hoc and special committees as may be required from time to time for special studies or actions that are not specifically delegated to other committees in these Bylaws.
8.2.5
To appoint, at their sole discretion, an emeritus life member to serve at their pleasure as Vice Chair. The Chair shall notify the Governance and Nominations Committee in advance of their intention to appoint a Vice Chair and the name of the proposed Vice Chair. Approval of the GNC is required for this appointment. The Vice Chair shall assist the Chair in carrying out their duties, as determined by the Chair. The Vice Chair’s service shall terminate, at the latest, when the Chair’s service terminates. Subsequent Chairs may, but are not required to, appoint the same individual or another emeritus life member as Vice Chair, provided no individual may serve as Vice Chair for more than a total of six (consecutive or non-consecutive) years.
8.3
Subject to Section 9.2 of these Bylaws, if for any reason any officer who is elected by the members of the Corporation is, in the opinion of the Chair of the Corporation, not available to serve or there is a vacancy in the office, the Chair of the Corporation shall convene the Executive Committee for the purpose of determining such officer’s availability to serve and the appropriate course of action, including but not limited to the appointment of an interim officer under Section 7.7 of these Bylaws, who may be the Chair of the Corporation.
8.4
Subject to Section 9.2 of these Bylaws, if for any reason both the Chair of the Corporation and the President are not available to serve, including due to recusal solely on one or more particular matters, or there is a vacancy in both offices at any time, the Governance and Nominations Committee shall recommend to the Corporation for approval a member of the Corporation to serve as interim Chair for the duration of the unavailability, the specific matter(s) of recusal, or vacancy. Members of the Corporation shall give careful consideration to the nominations proposed by the Governance and Nominations Committee but shall not be obliged to follow the nominations.