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FREQUENTLY
ASKED QUESTIONS: THE CHAIR OF THE NONPROFIT BOARD
What is the Chair and who should occupy this role?
The Chair of the board of a nonprofit
is arguably one of the two most important positions in the
organization. That person is the chief volunteer and as such
has many roles and responsibilities. This Frequently Asked
Question (FAQ) will deal with that as well as the relationship
with the CEO.
What should a prospective Chair know before
taking on this responsibility? The volunteer should fully
understand the scope of the task with an honest understanding
of time and energy commitments. The success of this position
largely depends on relationships especially the one with the
CEO. The following is offered as a “checklist”
of what should be understood before saying “yes.”
- Are you personally committed to the mission of the organization
and the services it provides?
- Have you met with the outgoing chair to glean his or
her experience?
- Have you analyzed the time that will be required and
determined that you can give it. (Caution - The actual time
almost always exceeds what is anticipated.)
- Have you shared the level of commitment (time and energy)
honestly with others in your life (family, work, etc.)?
- Do you have other volunteer commitments (board or otherwise)
that would infringe on this responsibility or be in conflict
with it?
- Have you met with the CEO asking how well you can work
together? (Good question of both of you – “What
do you need from me?”)
- Have you read the last two or three evaluations of the
CEO and discussed areas of personal and professional growth?
- Are you willing to personally meet with and ask for gifts
from potential donors?
- Are you willing to take a training course and/or attend
conferences related to the organization?
- Do you know how long you will be expected to serve as
Chair?
- Have you read (and understand) the Articles of Incorporation
and By-laws especially as they are related to the role
and responsibility of the Chair?
- Have you read and understood the organization’s
strategic plan?
- Do you understand the financial position of the organization
either utilizing your own knowledge or through counsel with
a competent professional?
- Have you read the last two independent certified audits
of the organization as well as the last two Internal Revenue
Service Form 990 submissions.
- Have you reviewed the policies and procedures in place
that are the responsibility of the board?
- Are there current legal issues for the organization (lawsuits,
employee complaints, government sanctions, delinquent quarterly
tax filings, payment to health and pension funds, etc.)?
- Are you free of personal agendas in assuming this position?
(Example: business with the organization.)
- Do you have a desire (or willingness) to become the Chief
Executive Officer of the organization?
- Are you taking this position with the agenda of removing
the present CEO?
- Finally, have you read and understand the Job Description
for the Chair? (If the organization does not have one, it
is suggested that one be created utilizing the CEO and board
for input. (See the example at the end of this FAQ.)
What is the role of the Chair of the board?
- 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 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.)
What should be the relationship between the Chair and
CEO?
This is a huge question and much has
been written. Many associations have developed CEO/Board
Chair symposiums. The ASU Lodestar Center has developed
such a symposium for organizations in Arizona.
It is recommended that all nonprofits commit themselves
to participation within six months if either the CEO changing
or a new board Chair begins.
The additional resources at
the end of this article list several places where the reader
can find additional information. Several things are listed
below that should be done on regular basis to develop, maintain
and enhance this critical relationship for the benefit of
the organization and those it serves:
- Review respective roles
- Review the organization
- Review the strategic plan
- Set personal goals (both) and share
- Get to know each other’s work
- Regular scheduled communication
- Evaluate CEO
- Evaluate the Chair of the board
What are some of the important skills that a Chair should
possess?
While the following list is not exhaustive,
these are some of the qualities and skills that the Chair
should have:
- Intelligence
- Curiosity
- Group dynamic skills
- Good self image
- Supervision experience
- Meeting management skills
- Good boundaries
What are some dangers for the Chair of the board?
The first and foremost danger is the
involvement of the Chair in operations during startup or transition
of leadership. The volunteers, staff and constituents become
used to going to that person and that habit is hard to break.
It is natural for the Chair to hang on to those powers and
relationships. Following the temporary involvement in management
during a leadership void it is important that the Chair clearly
and publically extend that responsibility and authority to
the new staff CEO.
After getting that person “installed”
the Chair may need to step down from the position of Chair
or leave the board entirely for the good of the organization.
It seems so clear yet organization after organization find
themselves in trouble even with the best of intentions. The
new CEO success as the leader of the organization can be seriously
and permanently damaged if this is not addressed.
Many of the reasons a person would be a good
Chair (passion for the mission, strong personality, conviction,
action oriented) are at the source of the second danger –
dominance. While being the volunteer leader, this person should
be first and foremost an “enabler” helping volunteers
and staff step forward to do the job.
The third danger is “founder syndrome.”
Many nonprofits begin and succeed based on the commitment
and talent of one person – the founder. The “founder
syndrome” is the continued dominance by the founder
even though the organization needs to move to a new generation
of leaders. We recommend that the organization continue to
honor and involve the founder but that that person be involved
in resource development utilizing our passion to ensure future
generations in the organization. We would strongly suggest
that the founder step down from any staff or volunteer leadership
position that could dominate or overshadow the current human
capital of the organization.
Conclusion
There are many books written and courses taught
about this topic. Consultants are engaged on a regular basis
to intervene when an organization’s continued mission
is threatened due to the dysfunction of the Chair. It is therefore
good stewardship for an organization to select its chief volunteer
with care, provide training and support, and constantly evaluate
seeking improvement and renewal. Finally, the entire board
of an organization should be supportive of this person’s
commitment. It is yet another reason for the board to take
the time to participate in comprehensive board training. (See
board training under “Additional Resources.”)
Related
Resources
The
following examples can be useful in defining and managing
the role of the Chair of the board.
THE ROLE OF THE BOARD CHAIRPERSON
-
Build Participation.
-
Share information with committee chairperson and others
in leadership position. Create a relaxed, natural environment
in meetings and other exchanges. Involve and support staff.
-
Acquire and communicate Information.
-
Stay informed. Keep others informed. Communicate accomplishments
and failures concisely.
-
Evaluate Performance.
-
Assess the performance of the board. Assess the performance
of the Chief Executive. Recognize good performance.
-
Delegate.
-
Know the board role and the staff role and delegate accordingly.
Expect reports and periodically assess progress. Share the
credit and share the risk.
-
Raise funds.
-
Be a role model for staff and other board members. Provide
leadership in activities and events. Personally contribute.
-
Be visible in the community.
-
Attend social functions. Speak in public on behalf of the
organization. Be consistent and openly advocate for the
cause.
- Find
your successor.
Adapted: Dr. Michela M.
Perrone, President, M.M.P. Associates, 4516 30 th Street,
NW, Washington, DC 2008
The
Board Chair's Role in Supporting the CEO
-
Communicates openly and fairly with the Chief Executive
Officer (CEO)/Executive Director (ED).
-
Serves as a liaison between the Board and CEO/ED.
-
Takes the lead in and encourages the Board to support and
evaluate the CEO/ED.
-
Discusses issues confronting the organization with the CEO/ED.
-
Reviews with the CEO/ED any issues of concern to the Board.
Adapted: The Role of the Board Chairperson
by Eugene C. Dorsey. Published by BoardSource.
Individual
Board Member Self-Evaluation
Use
the following questions for individual board member evaluation.
For board members answering yes to these questions, we are
likely to be fulfilling our responsibilities as board members.
|
Yes |
No |
Not Sure |
| 1.
Do I understand and support the mission of the
organization? |
|
|
|
2.
Am I knowledgeable about the organization's programs
and services? |
|
|
|
3.
Do I follow trends and important developments
related to this organization? |
|
|
|
4.
Do I assist with fund-raising activities on behalf
of the organization? |
|
|
|
5. Do I read and understand the organization's
financial statements? |
|
|
|
6.
Do I have a good working relationship with the
chief executive? |
|
|
|
7.
Do I recommend individuals for service to this
board? |
|
|
|
8.
Do I prepare for and participate in board meetings
and committee meetings? |
|
|
|
9.
Do I act as a good-will ambassador to the organization? |
|
|
|
10.
Do I assist in the development of policies? |
|
|
|
11.
Do I give a significant annual gift to the organization? |
|
|
|
12.
Do I find serving on the board to be a satisfying
and rewarding experience? |
|
|
|
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(Adapted from McNamara, Carter, “Free Complete Toolkit for Boards” http://www.managementhelp.org/)
NONPROFIT
BOARD CHAIR JOB DESCRIPTION
-
Is a member of the Board.
- Serves
as the chief volunteer of the organization (nonprofit only).
- Is
a partner with the Chief Executive Officer (CEO)/Executive
Director (ED) in achieving the organization's mission.
-
Provides leadership to the Board of Directors, who sets
policy and to whom the CEO/ED is accountable.
-
Chairs meetings of the Board after developing the agenda
with the CEO/ED.
-
Encourages Board's role in strategic planning.
-
Appoints the chairpersons of committees, in consultation
with other Board members.
-
Serves ex officio as a member of committees and attends
their meetings when invited.
-
Discusses issues confronting the organization with the CEO/ED.
- Helps
guide and mediate Board actions with respect to organizational
priorities and governance concerns.
-
Reviews with the CEO/ED any issues of concern to the Board.
-
Monitors financial planning and financial reports.
-
Plays a leading role in fundraising activities (nonprofit
only).
-
Formally evaluates the performance of the CEO/ED and informally
evaluates the effectiveness of the Board members.
-
Evaluates annually the performance of the organization in
achieving its mission.
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Performs other responsibilities assigned by the Board.
Source:
BoardSource, materials apply to both for-profit as
well as nonprofit unless otherwise noted, http://www.boardsource.org
NONPROFIT BOARD CHAIR SELF-ASSESSMENT SURVEY
Rate
your confidence level of the Board Chair in the areas below
on a scale from 1-5, with 1 being not confident and 5 being
confident.
|
Not Confident |
|
Confident |
1. Monitors and evaluates
the performance of the executive director on a regular
basis. |
1 |
2 |
3 |
4 |
5 |
2.
Ensures legal compliance with federal, state, and local
regulations. |
1 |
2 |
3 |
4 |
5 |
3. Ensures that government
contract obligations are fulfilled. |
1 |
2 |
3 |
4 |
5 |
4.
Monitors financial performance and projections on a
regular basis. |
1 |
2 |
3 |
4 |
5 |
5.Has a strategic vision
for the organization. |
1 |
2 |
3 |
4 |
5 |
6. Has adopted an income
strategy (that combines contributions, earned income
and other revenue) to ensure adequate resources. |
1 |
2 |
3 |
4 |
5 |
7. Has a clear policy
on the responsibilities of board members in fundraising.
|
1 |
2 |
3 |
4 |
5 |
8. Has adopted a conflict
of interest policy that is discussed regularly. |
1 |
2 |
3 |
4 |
5 |
9. Currently contains
an appropriate range of expertise and diversity to create
an effective governing body. |
1 |
2 |
3 |
4 |
5 |
10. Regularly assesses its own mission and vision.
|
1 |
2 |
3 |
4 |
5 |
Most or
all board members: |
1. Understand the mission
and purpose of the organization. |
1 |
2 |
3 |
4 |
5 |
2. Are adequately knowledgeable about the organization’s
programs.
|
1 |
2 |
3 |
4 |
5 |
3. Act as ambassadors
to the community on behalf of the organization and its
constituencies. |
1 |
2 |
3 |
4 |
5 |
4. Follow through on commitments they have made as
board members.
|
1 |
2 |
3 |
4 |
5 |
5. Understand the role
that volunteers play in the organization. |
1 |
2 |
3 |
4 |
5 |
6. Understand the respective roles of the board and
staff.
|
1 |
2 |
3 |
4 |
5 |
7. Are appropriately involved
in board activities. |
1 |
2 |
3 |
4 |
5 |
Please comment:
|
What suggestions or questions do you have for the
board chair or executive director regarding the board,
your role, or any other aspect of the organization?
|
Where can you find additional information?
- The Web site of BoardSource, Inc. has an excellent question
and answer section.
http://www.boardsource.org/
-
The Web site of Free Management Library has a section on Board
of Directors.
http://www.managementhelp.org/
-
Journal for Nonprofit Management - "The Board Chair-Executive
Director Relationship: Dynamics That Create Value for Nonprofit
Organizations" 2008
http://www.supportcenteronline.org/resources-articlesandpublications.php
-
Effective, Motivated Board Governance - (A training program
of the ASU Lodestar Center). For information call 602-496-500
or click here.
- Andringa,
Robert C and Engstrom, Ted W. Nonprofit Board Answer Book
(BookSource, 2007)
http://www.BoardSource.org
-
Duca, Diane J. Nonprofit Boards: Roles, Responsibilities and
Performance (New York: John Wiley and Sons, 1996)
- Committee
on Nonprofit Corporation, American Bar Association Guidebook
for Directors of Nonprofit Corporations. Second Edition (American
Bar Association, 2002)
(This
list of questions regarding Chair of the Board has been
developed by the many persons and organizations seeking
assistance from the Lodestar Center for Philanthropy and
Nonprofits Innovation. We invite you to add your questions
and reactions through the "Ask the Nonprofit Specialist" section
of the center's Web site so that we might improve and expand
these FAQ.)
Please note that websites frequently change
and while we endeavor to keep links current, some might not
work. When you encounter such a problem you can help us by
sending an e-mail to robert.duea@asu.edu so that we might
investigate and make changes to our information and links.
Copyright © 2010
Arizona Board of Regents for and on behalf of the ASU Lodestar
Center for Philanthropy and Nonprofit Innovation, College
of Public Programs, Arizona State University. All rights
reserved. No part of this publication may be reproduced,
stored in a retrieval system, or transmitted in any form
or by any means, electronic, mechanical, photocopying,
recording or otherwise, without the express written permission
of the ASU Lodestar Center, except for brief quotations in
critical reviews.
Last updated: 05/10/2010
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