Jean Roberts

The role of Board Chairperson in a Nonprofit Organisation

(Note – ‘Association’ refers to Association, Company limited by shares or guarantee, and Cooperative: ‘Board’ refers to the governing body of the legal entity)

The first task of the Chairperson as Team Leader is to check your Team

Identify the names, positions and backgrounds or categories of current Board members, and compare the actual membership with the requirement as set out in the organisation’s constitution.

• make a list of the Board members’ names
• beside each name, note the position held by that person at this time, ie Vice-President, Secretary, Treasurer, Public Officer, Committee (ie Committee of the Board) Convenor or Portfolio and note the length of time each position has been held by each person to date
• beside each position, note the constituency/category of membership and expertise/skill, eg association member, staff or service-user representatives, professional expertise, community member, familiarity with the target group, etc
• check the rules for:
  • the required or recommended number and categories of Board members
  • the required or recommended official positions or office-bearers
  • any restrictions or directions given in the rules regarding office-bearers, for example,
  • a nominated period of office (eg 2 years) for any one person to fill a position of office, eg Chairperson/President
  • any category of member prevented from holding office
  • if there are any differences between your list and the rules, make a note of them. Possible differences include:
    • there are more, or less, Board members than the rules require
    • where categories of membership are given in the rules, some categories are not represented or are over-represented
  • check the rules for requirements for member attendance at, apology for and leave of absence from formal meetings
  • where there are differences, have the Board as a whole discuss whether these differences are important: if they are, there are two options:
    • immediately take steps to bring the Board membership and officers into line with the rules
    • agree on changing the rules relating to Board membership and officers, ie change the Constitution
  • if the second is the preferred option, the rules will have a section toward the end outlining the necessary procedure for changing the Constitution

The Team Leader needs to know and understand that every member of their team is valuable and valued.

The Team Leader’s responsibility is to bring out the best and the uniqueness that each person can offer.

The Team Leader has the potential to improve the quality of individual and team performance and relationships, leading to increased effectiveness within the total organisation.

Chairperson/CEO working relationship

This working relationship is the most critical relationship in your organisation, therefore the following checklist:

• agree with the CEO that there will be ‘no surprises’, good or bad, during your term of office,
• ensure confidentiality and privacy for all discussions on contentious issues,
• be accessible, particularly in times of emergencies,
• collaborate on policies and procedures for conflict resolution and grievances at Board level, and within the Association,
• ensure an effective procedure for quick and efficient responses to all reasonable requests,
• keep a running list of items that you want to discuss with the CEO and tick them off as you attend to each one,
• set a regular time before each Board meeting to review the agenda with the CEO and ensure that each item is suitably resourced, again, to reduce the possibility of ‘surprises’,
• collaborate on starting and ending meetings or appointments on time,
• collaborate to ensure a clear distinction between the work of the Board and that of Committees of the Board,
• collaborate on mentoring or nurturing your successor: and ensuring a clear role for your predecessor, and
• collaborate on monitoring and improving the performance of the Board, and the job satisfaction of Board members.

Chairing Board Meetings

The Chairperson’s duties regarding meetings are to ensure that:

1. meetings are properly convened in accordance with the rules of the organisation .. that proper notice is given and that a quorum is present at each meeting,
2. all statutory regulations and the organisation’s rules, policies and procedures are observed,
3. the agenda is prepared and circulated, setting out items of business to be considered,
4. adequate opportunity is given to Board members who wish to speak,
5. control of the meeting is maintained,
6. s/he acts impartially and that discretionary powers are used in the best interests of the association members,
7. end-of-meeting summaries are given of decisions made and tasks allocated so that each person leaves with a clear idea of what has happened and what is expected of them, and
8. the meeting is closed only after the business at hand has been properly concluded.

The Chairperson may not carry out all of the 8 duties personally, but has the authority to see that they are done.

The Chairperson’s specific powers:

1. to rule on points of procedure
2. to put the question to the vote
3. to accept or reject proxies or representation
4. to rule on voting
5. to remove disorderly persons
6. to adjourn the meeting