What is the role of the board chair?

Regardless of how much leadership experience or professional expertise one has, serving as the board chair is unlike any other job. Even veteran leaders, who have served as the board chair of more than one organization, often comment on how different each position is because of the different mission, objectives, strategies, and personalities involved.

No doubt about it, the board chair has a demanding and multi-faceted job that goes far beyond banging the gavel to signal the start and the end of each board meeting. In addition to all the primary responsibilities of being a board member , the board chair also has specific responsibilities related to leading the group that provide organizational oversight. These additional duties include the following.

Preside at board meetings. Finding a chair with the ability to manage group process should be an important consideration in officer elections, and should take precedence over selecting a chair who is personally popular, has a close relationship with the chief executive, has been on the board the longest, or has made a sizable financial contribution. At times in the boardroom, the board chair will need to initiate or facilitate conversation, motivate board members to engage more deeply with the organization, bring calm to a tense situation, and exert control over a discussion that has ranged far afield. Doing so requires an awareness of group dynamics and a specific skills set all of which can be learned, provided the board chair has the willingness.

Coauthor board agendas. Well in advance of a meeting, the board chair and chief executive should discuss what should be on the agenda, how much time to give to key items, whether guests should be invited to make presentations, how long staff reports should take (most can be sent out in advance), and whether to have an executive session without staff members present.

Appoint and assist committees. Whether the bylaws give appointment authority to the full board or to the chair, the board chair should have considerable influence in committee assignments. This responsibility requires knowing the interests and availability of all board members. It also calls for fairness and balance in matching personalities to group tasks. Consultation is always required, but the board chair is the one who understands the strengths and weaknesses of the other board members and the chief executive. He or she is most aware of the broad picture.

Many bylaws make the board chair an ex officio member of all committees. Ex officio simply means “by reason of the office” in other words, board chairs are not elected or named to the committees but serve as committee members because of the position they hold within the greater organization. Of course, few board chairs have the time or the need to attend many committee meetings. This is understandable, but board chairs should invest orientation time up front with at least the committee chair, if not with each committee. Everyone benefits from knowing the board chair’s expectations, the time frame for decisions, and the committee’s authority to call on staff for help.

Appoint a search committee. One special responsibility of the board chair is to appoint and issue the charge to a search committee for a new chief executive. Although not all chairs will have to face this difficult task, they should understand this key role if the need arises .

Manage group development. Some decisions such as board size, term of service, and committee structure are made by the full board and codified in the bylaws or policies. But the board chair often initiates recommendations to change board policy. And other group process decisions are often left to the chair’s discretion, such as when to call special meetings, when to refer an issue to a committee, or how to handle an inactive board member.

Maintain organizational integrity. The board chair has a legal mandate from the state in which the organization is founded to assume overall responsibility for the board and to ensure that the organization’s mission is respected. An arm’s-length relationship to daily operations is necessary to fulfill this role objectively as the organization’s legal and moral authority. Most organizations can survive temporary crises; few can survive the loss of public trust. The board chair’s internal watch is critical because few board members take the time, or exercise the courage, to tackle issues such as executive compensation, allowable expenses, and truthfulness in fundraising appeals.

Forge a link with the major stakeholders. One task of a board member is to stay in touch with the organization’s major constituencies. Although the staff does this constantly, at times the board chair is the most appropriate person to represent the organization at a key meeting, appear on a radio or television talk show, write a magazine column, serve as the organization’s spokesperson, preside at a membership forum, make a presentation at a community event, or thank major donors . Depending on the situation, the best results are achieved when the board chair and chief executive do something together.

Support the chief executive. The board chair needs to keep an ear to the ground, sound out individual board members, and then gently encourage the chief executive in the direction of positive board relationships. Chief executives need encouragement as well as feedback on their performance. They appreciate affirmation from the board chair, along with kind notes, quick calls to check in, or offers to do something together. These seemingly small actions build the foundation of a relationship that will withstand inevitable times of tension .

Be clear on the chair’s and chief executive’s roles and responsi hilities. The board chair should revisit with the chief executive all of their respective roles and responsibilities to clarify who handles what . There’s little, if anything, for an organization to gain when its two most prominent representatives jockey for public recognition or engage in a tug-of-war contest on an issue. When the board chair and the chief executive agree to do whatever is necessary to make the other successful, the success of the board and the organization will follow.

SUQQESTED ACTION STEPS

1. Board chair and chief executive, schedule a lunch to discuss the responsibilities for the chair. Present to the board for approval any necessary changes in the bylaws or standing policies, so that everyone is making the same assumptions and holding the chair to the same expectations.

2. Board chair, invite the board chairs of five or six other nonprofit organizations in the community to attend an informal get-together. “Talking shop” offers one means of deepening knowledge and developing new skills.