Cop or coach; manager or mentor; facilitator or fan, gatekeeper or go-getter, buffer or builder? Or all of the above? Today’s Board Chair is working harder under a higher level of scrutiny than ever before, with the increased pressure of ensuring organizational sustainability and maintaining program relevance. Yes the Chair only has one vote, two in some cases of a tie, however it’s what happens between meetings and motions that really test their metal and impact organizational governance.
My career as a Director then Chair has taken me from parent councils, to industry associations, to roles with medium sized social agencies and smaller foundations.
Typically, the Chair is the link between the Executive Director/CEO and the Board. In the Carver model they lead policy development but don’t immerse themselves in day-to-day operations. They also ensure that directors keep their fingers out of the pie. However, as the chief risk management officer and as the ED/CEO’s boss there are times when they need to inject themselves or put the society/foundation/association in peril. With an increasing level of malfeasance in not-for-profit administration, the Chair has an obligation to not just have their nose in, but their eyes and ears wide open. They have to know what to look for and ask the tough questions in order to assess true organizational health and adherence to the mission, values and by-laws governing the body. They need to be able to run a board meeting that encourages debate but limits disruption (if you don’t have the latest edition of Robert’s Rules handy it might be the best investment you ever make). Publicly they must be focused and on point with messaging while being an unabashed fan when engaged in fund and donor development. Volunteer directors will want to join a Board to support a social cause and because they feel they have something to contribute. However, they will soon quit if the Chair is a lone wolf, a bully or just a poor leader period.
The terms of reference for the Chair should be clear to both the Board and the organizational leadership. They should recognize their own strengths (and weaknesses) in carrying out their duties and use the talents of their fellow directors in providing good governance.
Ideally the ED/CEO and the Chair are functioning as a well-oiled machine. The Chair will bring to the Executive Committee or Board at large issues that transcend certain limitations, and then come back to the CEO/ED with any concerns raised by the directors. The Chair should also have an arms-length relationship with the other members of the management team. Should the ED/CEO depart an understanding as to the potential within the organization is critical in succession planning. Being an outlet for any cases of harassment or discrimination that may involve the CEO is a critical aspect of the Chair’s terms of reference. Even if an HR sub-committee of the Board is in place, the Chair’s understanding of current human rights legislation is important.
Increasingly, the Chair is assuming an organizational development role as funding constraints draw the CEO/ED down into the day-to-day “weeds”. Interacting with other organizations within a sector may provide intelligence that could one day lead to either a sharing of support services or outright amalgamation to deal with program redundancy and return on investment issues raised by individual and institutional funders.
In short, running the actual Board meetings may be the easiest of tasks for today’s not-for-profit Chair. The good ones make a huge difference!
Managing Partner & Principal