The chair of the board of directors (the “chair”) plays an extremely important role for a nonprofit organization. At the core of the chair’s duties, he or she generally presides over meetings of the board, collaborating with the chief executive to create a purposeful agenda and to set priorities, and helping to ensure sound and compliant governance of the organization.
Additionally, an effective chair goes beyond leading the board at board meetings. While the chair’s role is often filled by a strategic thinker who is equipped to follow-through on ideas, an effective chair must also engage and facilitate participation from each board member and make sure the ideas, and the decisions, are collective. A board may easily become a rubber-stamp board when the chair possesses the power to frame the discussion and drive the outcome. As a Harvard Business Review article titled How to be a Good Board Chair (written about for-profit chairs, but containing thoughtful overarching principles for nonprofits as well) articulately states: “To be effective, chairs must recognize that they are not commanders but facilitators. Their role is to create the conditions under which the directors can have productive group discussions. Good chairs recognize that they are not first among equals. They are just the people responsible for making everyone on their boards a good director.”
Below are a few additional issues and tips to consider when serving as the chair of the board of a nonprofit corporation:
Partnership with the CEO
A good chair understands the importance of creating a fruitful and supportive partnership with the organization’s CEO, who is separately charged with managing the organization and effectuating the board’s direction. (For more information about the differences between the chair, the president or executive director, and who serves as CEO, see Duties of the President and/or Chair of the Board; Who is the Chief Executive Officer – the Executive Director or the Board Chair?; Executive on the Board: Some Pros and Cons). Common tips to help create an effective partnership with the CEO include meeting or speaking routinely and creating and maintaining an open, honest line of communication. (See National Council of Nonprofits’ Insights into Great Relationships: Board Chairs and Executive Directors.)
Board Chair as a Director
While the law may not require that the chair also be a board member, the bylaws of an organization should make clear that the chair must be a board member. This is necessary for the chair to preside over board meetings, including when the board enters into executive session. Some nonprofits require that the chair not vote on matters before the board except to break a tie. While this may take into account the chair’s role as a facilitator, in order for the chair to meet his or her fiduciary duties as a director, he or she should vote on all matters before the board. In order to avoid unduly influencing a vote, the chair often votes last.
Note that the board should be mindful of the separate director and officer terms specified in the organization’s bylaws. Commonly, the term of an officer and the term of a director do not align. For example, if a director with a 3-year term is elected as chair in her third year as a director, and the chair position has a 2-year term, the director will have to be re-elected as a director the following year (assuming there aren’t consecutive term limits for directors in the bylaws.) As this can be complex, one solution may be to make the chair an ex officio director in the bylaws, at least after the chair’s initial election for the duration of his or her elected term as chair. Ex officio in this context means “by virtue of one’s office,” and gives the chair the right to be a director for as long as he or she holds the position of chair.
Chair Job Description
Nonprofits and individuals considering serving as chair should also review any chair of the board job description or list of duties in their bylaws or other organizational documents. If a board chair accepts the position subject to a very large number of duties, she or he may be held responsible for abdicating those duties if such duties are not fully executed. Thus, while a detailed job description can be a good tool for direction and recruiting purposes, such descriptions can also subject the chair to a lengthy list of duties required that may not be feasible.
Fiduciary Duties of an Officer
In California, while the Nonprofit Corporation Law provides specific standards of conduct for directors in performing their duties, there is no similar provision for officers. Thus, the chair may be held to a higher standard of care than a director to conduct diligent inquiry in making decisions. It’s also unclear whether a chair would get the benefit of the business judgment rule, which generally provides that a court will not second guess the decisions of a board member as long as they are made in good faith, with reasonable care, and with reasonable belief that the board member is acting in the best interests of the corporation. At a minimum, a chair should understand her responsibilities, discharge those duties with appropriate care in good faith in the best interests of the organization, ask questions and investigate further as may reasonably be prudent, and seek professional assistance when necessary or desirable for a particular action.
EDITOR’S UPDATE (4/12/18)
Voices from the Field: Zen and the Art of the Nonprofit Board Chair (Nonprofit Quarterly)
The Role of the Board Chair (BoardSource)
How to Be a Rockstar Board Chair (National Council of Nonprofits)
10 Great Board Chair Practices (CompassPoint)
Chairman of the Board of Directors Job Description (Bridgespan Group)