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CALIFORNIA CORPORATE & SECURITIES LAW

Chairman, Chairwoman, or Chair?

To someone who is not familiar with the English language, many words must seem bizarre.  One such word, is “chairman”.  Does this refer to a chair made into a man or a man made from a chair?  What should be made of a law that solemnly proclaims “All references in this division to ‘chairman’ shall be deemed to refer to ‘chair.'” After explaining that a “chairman” refers to someone who officiates a meeting, a non-English speaker might ask what has that to do with being a chair?

Etymologically, the word is a combination of “chair” and “man”.  The word “chair” ultimately comes to us from the Greek (καθὲδρα) by way of Latin (cathedra) and Old French (chaire).  Despite the changes in alphabet and spelling, the word has always meant essentially the same thing – a seat, something on which one rested his or her tokhes.  When the ancient Romans held a public meeting or trial indoors, they usually did so in a building known as a basilica.  Typically this was a structure containing a long, high ceilinged room with a curved end known as an apse.  When a trial was being held, the judicial magistrate, known as a praetor would sit on a special chair in the middle of the apse.  (See, e.g., William Shakespeare, Macbeth Act I, Sc. 3 (“And look you lay it in the praetor’s chair”).  Hence the man (in ancient Rome, the praetor was always a male) sitting on the chair was in charge of the proceedings.  After Constantine became emperor in 306 CE, many existing basilicas were converted into churches and new churches were built following the design of pre-Christian Roman basilicas.  Perhaps the most famous basilica today is St. Peter’s Basilica in the Vatican City, the current version of which was completed in the 17th century.  The word “basilica” is derived from the Greek word for king, βασιλεύσ.  The word “cathedral” is derived from the Greek words, κατά (down) and ἒδρα (seat).

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A view of St. Peter’s Basilica from the Papal Gardens

In modern times, there has been greater awareness of gender neutrality and concomitantly an aversion to gender specific terminology.  “Chairman” is usually considered to refer exclusively to males, although “man” is derived from the Anglo Saxon term “mann” which simply referred to a human being, regardless of sex.  The California General Corporation Law uses the term “chairman” in numerous sections (§§ 173, 305, 312, 313, 703, 707 & 1102), “chairperson” in several sections (§§ 600, 601 & 1113) and “chair” only once (§ 307).  It eschews “chairwoman” entirely.  A quick survey of published California judicial opinions in 2014 finds numerous examples of the use of the term “chairman” (e.g., Busse v. United PanAm Financial Corp., 222 Cal.App.4th 1028 (2014)) but only one example of “chairwoman” (California Valley Miwok Tribe v. California Gambling Control Com., 231 Cal. App. 4th 885 (2014)).  I also found an example of a court using “chair” as a title (Stop the Casino 101 Coalition v. Brown, 230 Cal. App. 4th 280 (2014)).

The California Nonprofit Law tried to address gender neutrality by adding Section 5039.5 which provides “The term ‘chair’ includes ‘chairperson,’ ‘chairman,’ and ‘chairwoman.’  All references in this division to ‘chairman’ shall be deemed to refer to ‘chair.'”  However, this has created confusion because some nonprofit corporations attempt to file officers’s certificates that are signed by someone with the title “Chair”.  The Secretary of State’s office refuses to accept these filings.  The problem isn’t with the title but the failure to specify that the person is the chair of the board as required by Corporations Code Section 5062.  Although the same problem might arise under the General Corporation Law, apparently few for-profit corporations omit the crucial “of the board” and I’m told that the Secretary of State’s office will accept “chairwoman of the board” or “chair of the board” in addition to “chairman of the board”.

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