Board Chair’s Authority

I have recently observed diverse practices in the fulfilling of the board chair’s role, from exercising too little authority, to appropriate authority, to too much authority. In most cases the intent of the board chair is to serve, not to exert personal control. However, a clear understanding of who is to be served and what constitutes excellent service is often lacking.

The board chair’s role is to facilitate effective governance of the organization’s affairs. The individual has been selected to ensure that the board fulfills its leadership role. This includes such things as all board members being engaged in the work of the board, the board appropriately guiding and monitoring the organization’s work, and authority resting at appropriate levels in the organization.

A board chair that exercises too little authority lets board members and staff invest their energy as they wish. She may allow the CEO or Executive Director to develop board meeting agendas. In extreme cases the senior staff lead the board meetings while the board chair sits on the sidelines. Even when she is chairing the meeting, she lets discussion wander off topic and permits the domineering board members to control the discussion. A board chair who exercises too little authority is a leaders in name only; she fails to fulfill the mandate that comes with the position.

A great board chair exercises appropriate authority. He guides the board but doesn’t make decisions for the board. He develops a board meeting agenda and circulates it to all the board members at least a few days in advance. Background information on all agenda items is provided with the agenda. He engages all the board members in the discussion throughout the board meeting and talks one-on-one between meetings with board members who are dominating or avoiding the conversation. A great board chair contacts board members who are absent without notice to encourage their regular attendance. He ensures that board tasks such as committee and public image work are distributed among all the board members. He schedules annual strategic plan review meetings for the whole board and ensures that operational reports focus on progress towards strategic goals. When staff approach him for permission he clarifies current board policies and puts high level issues that are outside or beyond policy on the next board agenda, never setting a policy himself nor directing staff in a direction contrary to board-approved policy. When a board chair exercises appropriate authority everyone knows who the board leader is, appreciates his leadership, and understands the relative role of the board and staff.

A board chair that exercises too much authority “helps” the board members or staff by making independent decisions between board meetings. He may make decisions that are rightly the responsibility of the CEO. He may be the chair of several board committees or provide advice to diverse staff members. Such a chair may bypass the CEO and give direction to staff. He may volunteer for a disproportionate number of tasks so others don’t have to be burdened. A board chair that exercises too much authority may seem indispensable, and then when he must move the organization suffers from a lack of adequately prepared successors.

The board chair is the senior leader of the organization. She has the responsibility to facilitate the board’s work in a manner that effectively engages every board member in governance. She has the responsibility to ensure that the board as a whole directs operations and monitors progress towards the board-set goals. An effective board chair leads an effective team, with every member being committed to fulfilling his role.

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