Emergency CEO Succession Plan

Document 19 of the Board Governance Binder

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Emergency CEO Succession Plan

Document 19 POLICY

I. Purpose

This plan establishes procedures to ensure continuity of leadership in the event the Chief Executive Officer becomes suddenly unable to serve due to death, incapacity, resignation, removal, or other unexpected circumstance.

II. Triggering Events

This plan is activated upon any of the following: death of the CEO, incapacity of the CEO lasting more than 14 consecutive calendar days without clear prospect of imminent return, sudden resignation effective immediately, removal by the Board, or any other circumstance rendering the CEO unable to perform duties for an extended period.

III. Immediate Succession (First 72 Hours)

Upon a triggering event, the Board Chair shall notify all Directors within 24 hours. The Vice Chair of the Board shall assume interim executive authority until the Board convenes. The Board Chair shall call a special meeting within 72 hours to confirm interim leadership and establish a transition plan.

IV. Interim CEO Designation

The Board shall appoint an Interim CEO by majority vote. The Interim CEO may be a current Director, the Vice Chair, a senior staff member, or an external interim executive. The Interim CEO shall have the authority of the CEO under the bylaws, subject to any limitations the Board may impose. The Board shall set the terms of the interim appointment, including duration, compensation, and reporting requirements.

V. Interim CEO Priorities

The Interim CEO’s priorities shall be to maintain day-to-day operations, protect the Corporation’s financial position, communicate appropriately with staff, donors, partners, and the public, maintain continuity of the Pet Command ecosystem platforms, preserve institutional relationships, and cooperate with the Board’s search for a permanent CEO.

The Board shall initiate a search for a permanent CEO within 30 days of a triggering event. The Governance & Nominating Committee shall lead the search process, which may include retaining an executive search firm. The search shall consider internal and external candidates.

VII. Founder-Specific Provisions

In the event the Founder/CEO is the subject of a triggering event, the Board shall give special consideration to the Founder’s institutional knowledge, mission vision, and relationship networks. If the Founder is incapacitated but expected to recover, the Board should prioritize an interim arrangement that preserves the Founder’s ability to return. If the Founder is permanently unable to serve, the Board shall ensure that the Founder’s vision and institutional knowledge are documented and preserved for successor leadership.

VIII. Communications Plan

The Board Chair (or their designee) shall serve as the sole spokesperson during a CEO transition. A written communication shall be prepared for staff, donors, partners, and the public. The communication shall emphasize continuity, stability, and the Board’s plan for transition.

IX. Designated Interim Leader

Current designated interim leader (to be updated annually):

PrimaryAlternate
Name______________________________________________________________________
Title______________________________________________________________________
Contact______________________________________________________________________
Last Reviewed___________________________________
Reviewed By___________________________________

X. Annual Review

This plan shall be reviewed annually by the Executive Committee. The designated interim leader(s) shall be confirmed or updated at each review. A copy of this plan shall be provided to the Board Chair, Vice Chair, and Secretary.

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