Preside at meetings
Calling the meetings of the board is the easy part of this role. The crucial role of the Chair is management of group process. The ability to do this is more important in the selection of the chair than popularity, friendship with the CEO, board tenure or contribution history.
The Chair needs to exercise self-discipline by holding back on giving opinions as well as voting. The position seeks to include all directors in discussion and deliberation. When one or two persons begin to dominate, the Chair needs to open the meeting to other directors.
The Chair needs to develop meetings where information flows freely and enhances the directors understanding of the issues. Yet, as the discussion drifts afield or becomes tense, the Chair needs to refocus and bring calm to the meeting.
The person occupying this chair needs to be intolerant of any demeaning language or behavior. When actions are being taken all resolutions should be clearly understood (preferably in writing) and voting should be accurately recorded.
All of this takes place before the second easy task – saying “The meeting is adjourned.” A set of skills behind the group dynamics outlined above should be considered in the selection of a board Chair. It is clear that these can be learned and should be a part of the orientation/training for the position.
Coauthor the agenda
Many nonprofit organizations have become large and complex enough to have professional staffs. Normally, the CEO is in a better position to construct a draft agenda for board meetings. The crucial issue regarding the agenda is “ownership.” What does it take for the Chair to own the agenda? The chair needs a thorough knowledge of the items so that he or she does not look to the CEO to explain them. Certainly it is appropriate for the Chair to turn to the CEO or other professionals for technical information.
The key question for the Chair is: “If the CEO were to be suddenly unable to participate in the board meeting do we have the information and I am comfortable in conducting the necessary business of the organization.” If the Chair says “no” then this aspect of the role is not sufficiently covered.
Appoint committees and leadership
Generally the by-laws specifically authorize the Chair to organize the board and its committees/task forces. This is an activity that should be carried out in consultation with the CEO and board leadership. It is always a good idea for these appointments to be reported to the full board including approval. By-laws frequently indicate that the Chair is an ex-officio member of all committees. That term simply means “by reason of the office” and can be voting or not-voting.
Appoint a Search Committee
In the FAQ regarding the CEO, it is recommended that a succession plan be in place. The plan should include outlining the process for transition of leadership. In small organizations the board leadership often functions as the Search Committee and the chief volunteer in the process is the Chair of the board. It is important to recognize that the importance of the Search Committee is the same for any size organization as it becomes the avenue to the future for the organization.
Generally, it is recommended that the Chair not serve as the leader in the search process for one reason. As will be outlined later, the Chair must necessarily take on operation/management responsibilities during transition normally reserved for the CEO.
Larger more complex organizations stipulate the formation of a special time limited committee that may contain board and non-board members. The committee may have appointees that represent skills or constituents. Its sole charge is to conduct a search for a new CEO that will ensure the future of the organization and its mission.
The Chair needs to be a member of the committee or, at least, have strong communication with the committee. When candidates are brought before the board the Chair must manage a fair and open process.
Integrity of the organization
The key asset of a nonprofit is its “public trust.” The Chair, along with the CEO, is the principal representative of the organization and much of its success and place in the community rests with the integrity of the Chair.
Support/supervise the CEO
For a more complete description of support and supervision of the CEO, please refer to the FAQ on the Chief Executive Officer. A primary role of the Chair is making sure that the CEO has the necessary support as well as an honest objective evaluation. In the best of worlds both persons focus on growth and learning and the organization flourishes.
There are, unfortunately, times when the CEO needs to be closely supervised with a well measured “progressive discipline” program. As this occurs the Chair really begins to earn its keep. All previous experience regarding time and energy goes out the window.
It is strongly recommended that the process be outlined when there is no conflict and it be fully shared with all parties. For those organizations with adequate resources an outside expert (consultant) can be retained to guide the process.
There are three dangers that need to be avoided. First, the Chair should not take over temporarily or permanently as the CEO. Secondly, the Chair should not seek to hide this issue and not report to the board. Finally, if action is necessary it should be done quickly and compassionately so that all parties can get on with our lives, including the organization.
Represent the organization to its many constituents/stakeholders
Leaders in the business world who have crossed over into nonprofit management repeatedly cite the fact that nonprofits have many more constituents who want to be part of the decision making whether it be government purchasing services on behalf of someone else, donors who designate our gifts, foundations or united ways that restrict our contributions, businesses and insurance carriers as well as the persons who actually receive the services.
The Chair is constantly called upon to represent the organization presenting a knowledgeable and committed picture.
Lead the board's self-evaluation
The Chair needs to lead the board in an annual informal evaluation of its work. It is recommended by The Nonprofit Board Answer Book published by Boardsource that the board have a “formal assessment of the full board’s function and ability to work well as a group every three or four years.” Why should the board have a self-evaluation process? The above book lists several reasons on page 134-5:
- “A nonprofit organization, in the long run, is no better than its board.
- “Individual board members become frustrated when they perceive that the overall board is dysfunctional.”
- “Staff morale suffers when the board doesn’t seem cohesive, efficient or productive.”
- “A board that addresses its own needs honestly sends the right message to staff members regarding growth.”
- “New board recruitment becomes easy because others want to join a winning team.”
(An example of a self-assessment tool is located at the end of this FAQ.)