Role of the Chair

Once elected, the chair takes on responsibility (def. answerable or accountable for results, cause) for a series of tasks that are critical to the success of the organization.  Each organization needs to define for itself in policy the role of its chair. Therefore, the following list of roles and responsibilities should be considered a guideline.  However, if the chair takes responsibility only for pounding the gavel and deciding who speaks at the meeting, the board and the organization will under perform and may well be on the road to problems.

Recommended Roles and Responsibilities for Chairs:

1. Leader
   Ultimately, this means that the chair is responsible for the results of the organization.  There is no other way to put it.  The board is responsible to its shareholders or public to bring about wanted results.  The chair is responsible for the effective operation of the board, the quality of its decisions and so on.  Thus, as the chair goes, so goes the organization. There is no one else the chair can assign blame or responsibility to.  It is an awesome responsibility.  
   
   The chair is not responsible for managing affairs of the organization or day-to-day performance.  That is the role of management.  The chair leads the board, which in turn leads the CEO and the organization.  
   
   
   A leader shapes and shares a vision, which gives point to the work of others.
   Charles Handy, a noted management thinker and author states, "A leader shapes and shares a vision, which gives point to the work of others ".  The chair does this for fellow directors, who, in turn, give purpose to the work of all within the organization.
   
   Henry Kissinger once said, "the task of the leader is to get his people from where they are to where they have not been ".  For the chair, that destination is excellence in governance, a never-ending journey.
   
   As leader, the chair is responsible to assure that board members remain committed to the organization, work hard and feel a sense of achievement sufficient to motivate them to continue to serve.  The chair is also responsible for commitment to and execution of a governing board development or education program that addresses needs of the board as a whole and the developmental needs of each director.
   
   The way in which the chair conducts his or herself during the meetings, the quality of relationships with the CEO and with fellow board members, the extent to which the chair is personally committed to the purpose, goals and values of the organization and serves as a model for others; all these factors have major impact on the commitment and sense of teamwork/cooperation that exists in the leadership of the organization.  In turn, the quality of that leadership has a major impact upon the employees.  Strong, committed, effective leaders create strong, committed, effective employees.


2. Administrator
   The chair may supervise a secretary or other staff assigned to the board.  The chair should play a hand in insuring that notices and packets for the meeting go out complete and on time.  The chair should be sure that the meeting room is prepared to support productivity of the group.  If the board is traveling, the chair should make sure that arrangements will suit board members and that members are notified well in advance of those plans.
   
   The chair should meet with the CEO on a weekly basis.  Their partnership in leading the organization is critical to success.  In the best of situations, this partnership is the strongest relationship in the organization. The chair feels free to share concerns of individual board members, complaints she has received, the nature of politics affecting the organization, opinions, etc.  The CEO would be comfortable sharing problems, concerns, fears, hopes, personal issues affecting his/her own performance.  Jointly, they would determine how best to move the organization forward.  They would strategize on what should be brought before the board, when, in what fashion.  They should decide what should remain confidential for the best interests of all concerned.  If their relationship is committed to the principle of "no surprises", it should work well.
   
   The chair should administer communications between the board members, stockholders and the CEO.  To not blur the lines between board and management, minimizing the direct communications/ requests between board members and management is advised.  There should be some for purposes of maintaining a personal relationship, but requests for information and the like, if routed through the chair, minimizes duplication and gives the chair firsthand knowledge of board member concerns.


3. Preside over Meetings
   Conducting the meetings is the one role all chairs understand and agree to perform.  Taking responsibility for the quality of the meetings, for the quality of the products/decisions from those meetings and for continuous improvement of the meetings is often overlooked.  If the board is to effectively direct the organization, rather than hand over direction to management, it must take responsibility for its own performance and the chair is the leader in this area.
4. Spokesman
   This involves representing the board in external relations.  This would include statements to the press, attending other meetings to speak upon request, representing the board in associations, lobbying.  
   
   A role that the chair and CEO share is insuring that the environment is safe for growth of the organization.  This means freedom from lawsuits, political pressures, attacks from competitors, shareholders etc.  Maintaining good relations with organizations and individuals who potentially have power over the organization is a major responsibility.
   
   The chair personifies the board.  That is, whatever qualities the public sees in the chair, will be assumed to be the qualities of the board as well.  To the public, a sloppy chair would mean a sloppy board; a reasoned, proud, organized and confident chair would instill confidence in the board.