The Chief Executive Officer (CEO) is the officer responsible for supervising and controlling the affairs of Ace Monster Toys, Inc. (dba Ace Makerspace), subject to the control and direction of the Board of Directors.
Under the bylaws, the President is the corporation’s Chief Executive Officer. The CEO is therefore not a separate required corporate office; rather, the CEO function is ordinarily carried by the person serving as President.
The bylaws also provide for a temporary succession arrangement: if the office of President is vacant, the Board Chair acts as Chief Executive Officer.
President / CEO
When a President is serving, the President serves as CEO.
The President/CEO:
- Supervises and controls the affairs of the corporation, subject to the control of the Board of Directors
- Supervises and controls the activities of the organization’s officers
- Carries out the decisions, policies, and direction of the Board
- Provides executive leadership for the organization
- Performs the duties incident to the office of President
- Performs other duties required by law, the Articles of Incorporation, or the bylaws
- Performs other duties assigned by the Board of Directors
- Executes deeds, mortgages, bonds, contracts, checks, and other instruments on behalf of the corporation when authorized by the Board or otherwise permitted by the governing documents
The President/CEO is accountable to the Board of Directors. The Board retains ultimate authority over the corporation’s affairs and corporate powers, subject to applicable law, the Articles of Incorporation, and the bylaws.
Board Chair Acting as CEO
If the office of President is vacant, the bylaws provide that the Board Chair shall act as the Chief Executive Officer.
This does not make the Chair the President. The Chair remains the Board Chair and director, while temporarily performing the CEO function.
While acting as CEO, the Chair assumes the executive responsibilities associated with the CEO role, subject to the control and direction of the Board. The Chair continues to have the responsibilities of Board Chair, including presiding over meetings of the Board.
The Chair’s CEO authority ends when the vacancy in the office of President is filled, at which point the President again serves as CEO.
This is a succession arrangement rather than a separate office. The organization should therefore describe the person in this situation as the “Board Chair, acting as CEO”, rather than “Chair/CEO.”
President and Board Chair Serving Together
Ace Makerspace may have both a President and a Board Chair at the same time.
In that situation:
- The President serves as CEO.
- The Board Chair presides over meetings of the Board and performs other duties assigned by the Board.
- The Chair does not ordinarily act as CEO simply by virtue of being Chair.
- The Board establishes the specific duties of the President and Chair by resolution.
This distinction is important because the President/CEO and Board Chair have different primary responsibilities.
The President/CEO is responsible for executive leadership and supervision of the organization’s affairs and officers, subject to the Board.
The Board Chair is responsible for leading the Board’s work and presiding over Board meetings, while carrying out other duties assigned by the Board.
The Board may establish additional responsibilities or a more specific division of duties by resolution.
Relationship to the Board
The CEO operates under the authority and direction of the Board of Directors.
The Board:
- Exercises the corporation’s powers and directs its affairs, subject to applicable law and the governing documents
- Appoints and removes officers
- Prescribes the duties of officers
- Supervises officers, agents, and employees
- May establish additional duties or limits on the CEO’s authority
The CEO is responsible for carrying out the executive responsibilities assigned by the bylaws and the Board, but does not supersede the authority of the Board.
Significant matters reserved to the Board should be brought to the Board for decision rather than treated as unilateral CEO decisions.
Relationship to Other Officers
The CEO works with the other officers of Ace to carry out the organization’s purposes and the decisions of the Board.
The Secretary is responsible for corporate records, minutes, notices, the membership book, and other duties specified in the bylaws.
The Treasurer is responsible for custody and accounting of corporate funds and financial records, subject to the Board’s direction.
The CEO coordinates with these officers but does not replace their independent responsibilities under the bylaws.
Compensation
The CEO is an unpaid volunteer officer.
By Board resolution, all officer positions at Ace Makerspace are unpaid volunteer roles. Officers receive no compensation or stipends, other than reimbursements permitted under Ace’s standard volunteer expense policies.
This policy applies whether the CEO function is being performed by the President serving as CEO or by the Board Chair acting as CEO when the office of President is vacant.
See the current Officer Compensation Policy for the governing policy and Board resolution.
Vacancy and Succession
The CEO function follows the office of President:
- President serving: The President is the CEO.
- President’s office vacant: The Board Chair acts as CEO.
- New President appointed: The President becomes CEO and the Chair’s temporary CEO role ends.
The Board remains responsible for filling a vacancy in the office of President.
Authority to Execute Instruments
The President/CEO may execute deeds, mortgages, bonds, contracts, checks, and other instruments in the name of the corporation when authorized by the Board or otherwise permitted by the bylaws or applicable law.
This authority does not prevent the Board from establishing additional approval requirements, signing authorities, spending limits, or other controls.
Legal Basis
The CEO role is established by Article 4 of the Ace Monster Toys bylaws.
In particular:
- Article 4, §1 establishes the President, Secretary, and Chief Financial Officer/Treasurer as the corporation’s required officers.
- Article 4, §6 provides that the President is the Chief Executive Officer and, subject to Board control, supervises and controls the affairs of the corporation and the activities of the officers.
- Article 4, §7 provides that the Board Chair presides over Board meetings and performs other duties assigned by the Board.
- Article 4, §7 further provides that, if the President position is vacant, the Board Chair acts as CEO.
- Article 4, §7 provides that, when the corporation has both a Board Chair and President, the Board establishes their specific duties by resolution.
See the Ace Monster Toys Bylaws for the authoritative governing language.
Related Pages
- President — the officer who ordinarily serves as CEO
- Chair — the Board officer who acts as CEO when the President position is vacant
- Secretary — corporate records and governance responsibilities
- Officer Compensation Policy — current officer compensation rules and procedures