The director who is chosen by the majority of directors to lead and manage the board is referred to as the chair (or the chairperson or president).
An effective chair ensures that the board functions efficiently, observes its legal obligations and works as a constructive team. The chair will usually be a director who has a deep understanding of the organisation and the services it provides.
This guide will help you understand the role of a board chair, and how to be effective in this role.
The role of a board chair
As the chair you manage the board while the executive officer manages the organisation
One of your most important roles is to provide leadership to the board and executive officer while ensuring the governance responsibilities and obligations of your organisation are fulfilled.
Effective chairs manage board meetings in a way that encourages questions, transparency and diverse opinions. You should encourage all board members to discuss their views and concerns and participate in planning, oversight and decision making.
As the chair of a not-for-profit organisation you will:
- Manage the operations of the board
- Develop and maintain an effective working relationship with your executive officer
- Provide support and mentorship to the executive officer
- Be the official link between the board and the executive officer
- Have adequate time to perform your role as the chair
- Set an example about the presentation and behaviour expected of directors when representing the organisation
- Motivate and encourage positive board and director performance and if necessary address underperformance or inappropriate behaviour
- Be a mentor to directors who need help to understand issues facing the organisation, their role, or the role of the board
- Oversee the processes for evaluating the performance of the executive officer, and recruiting a new executive officer
- Fully understand the organisation’s constitution (the rules that govern the organisation and board)
- Act as the official representative of your organisation including, in some cases, signing official correspondence and documents
- Act on behalf of the board or organisation in emergency or urgent situations
- With the executive officer, be the person who can make public and media statements on behalf of the organisation
- Work with the board to decide on your replacement as chair and identify a deputy chair
- Learn more about the responsibilities of a board chair.
Click here to go to the Policy Bank where under Governance Policies, there is a downloadable Board Office-Bearer Policy and Positions Statements.
Managing board meetings
A key focus for the chair is to plan and run effective and efficient board meetings. Your role in board meetings includes:
- Approving the board meeting agenda (in most cases prepared by the executive officer)
- Opening (ensuring there is a quorum), chairing and closing meetings
- Prioritising the business of the meeting, keeping to the agenda yet deferring less important matters if required
- Keeping the work of the meeting focussed on the agenda items
- Managing discussion to ensure that all directors are given an opportunity to speak and share views and ideas at board meetings
- Managing directors’ emotions and the potential for conflict
- Guiding board discussion to enable directors to make decisions
- Putting motions to a vote, if required, and ruling on the motion (carried or lost)
- Ensuring that accurate minutes of the board meetings are recorded, checked and confirmed by you and all directors
- Chairing annual and special general meetings (AGMs and SGMs).
The personal characteristics of an effective chair
Effective chairs are able to manage and lead their team (board and organisation management).
As chair you will exercise strong leadership while also responding to the needs, concerns and wishes of the directors as appropriate.
- Lead by example
- Behave ethically and with integrity
- Demonstrate leadership and act with tact, diplomacy, and sensitivity
- Encourage and support others to achieve
- Act to reconcile opposing views
- Have an ability to influence and earn the respect of directors, management and the broader community.