Q:

“I’m on the board of a mid-sized nonprofit, and our chair is extremely involved. They shape most of our discussions, direct where decisions should go, and handle all the communications with the ED. They manage so many tasks between meetings that the rest of us often just follow their lead. Nothing feels improper, but it does feel like they’re running the show and the rest of us on the Board are just there to vote on what they want. And honestly, I don’t always love the direction they go in, but I don’t want to be the Chair (it’s so much work!), and I’m not sure how else to influence things. Is this just how boards work, or is there something off here?”

A: 

What you’re describing is indeed how many Boards do work. But just because it’s common doesn’t mean it’s great! The Chair serves the Board, not the other way around. But somewhere along the way in the realm of nonprofit governance conventions, we got swept up with the idea that the chair is The Boss of the Board. I have some ideas on where this convention comes from, lots of evidence that it leads to crappy outcomes, and a few suggestions on how to shift this dynamic.

The rise of the Boss Chair

At min specs, the role of the Board Chair is simply to ‘preside over’ Board meetings. This is spelled out in your bylaws, in the section on Board Officers, and often, the bylaw will also include something along the lines of “The chair shall have such other duties and powers as the board may specify.” Some organizations will have policies, like a Chair Role Description, that designate other responsibilities for the chair. These usually include things like acting as a spokesperson for the organization. And Board’s can and often do delegate specific responsibilities to the Chair, either through policy or resolution, like performing the ED performance evaluation. This is all pretty standard stuff when it comes to the formal aspects of a Board Chair’s role.

And yet, informally, we tend to ascribe significantly more power and responsibility to Chairs than they have on paper. This is often driven by practical considerations - it just seems easier and more functional that way - but it can also be the result of ego-driven leadership and a comfort with hierarchy. Whatever the reason, Boards often operate like the Chair is The Boss - and not infrequently, Chairs operate that way too. In practice, Board Chairs are often making decisions about sharing or withholding information from the board, regularly giving unilateral direction to the ED, and working ‘offline’ to influence the outcome of key governance decisions. Now, if you have an individual in the Chair role who is an ethical leader, maybe you don’t mind - you’ve got a super engaged power-house driving your governance. But if you end up with an arse in the role, you’re in trouble. And guess what? I’ve noticed that arses are drawn to the Chair role because they seem to like to be The Boss. 

The Problem with Boss Chairs

In truth, it’s always a problem to have a Chair who is The Boss, whether they’re an arse or not. Because Boards only work as a whole; when the Chair takes on an outsized amount of power and responsibility - especially when it hasn’t been formally delegated by the board - it can create issues with sustainability, transparency, and accountability. A Boss Chair often creates a succession problem for the board; no one wants to step into the Chair role because it’s so overwhelming and all consuming. And those that do, burn out quickly. I meet a lot of Chairs who don’t want to be The Boss, but feel obligated to fill a role that has ballooned over time. 

When you see a Board with a Boss Chair, you will almost always see high levels of disengagement among the Directors. This is a positive feedback loop - the more a Boss Chair steps in, the more everyone else steps back, which reinforces the Chair’s need to be The Boss. And even when there are good intentions behind a Chair in Boss mode, it creates governance constraints. The Chair becomes a gatekeeper; nothing gets to the Board without first going through the Chair, who filters, re-frames or withholds essential information that the Board requires to fulfil its role. That’s a big problem. Because even when delegating specific responsibilities and decision-making, the Board as a whole remains accountable. When the Chair becomes The Boss, it undermines the Board’s authority and makes it difficult for Directors to do their job well.

How to Break the Boss Chair Cycle

If your Board has fallen into the habit of assigning too much power and influence to the Chair, or if you’d like to avoid that outcome, you will need to limit the scope of the Chair role, and make sure those limits are respected. Here are a few suggestions that can help:

• Clearly define the scope of the Board Chair’s role in policy. The Board as a whole should scrutinize (or develop) the role description for the Chair, ensuring that delegated authority is clearly spelled out and collectively understood. Anything delegation that isn’t spelled out in policy should happen by a vote at a board meeting, with wording that clarifies the scope, timeline and accountability of the delegation. Think carefully about assigning too many responsibilities to the Chair role. Wherever full board engagement is feasible, do that instead, and in cases where delegation is needed, you have a full Board of Directors to choose from, so you don’t need to dump everything into the Chair’s lap.
• Build formal accountability between the Chair and the Board. Whenever the Board delegates authority, they should also create clear accountability mechanisms for that authority. That is true for the Chair as well. It’s a nice practice to get regular reports from the Chair at Board meetings to share updates on any governance business they’ve been involved in, and it’s worthwhile to include a focus on Chair conduct and accountability during the board's self-evaluation.
• Embrace an ethos of transparency on your Board. Make it clear that the Chair is not permitted to act as a gatekeeper for information. Any information that they have related to governance should be shared with the full board. Sensitive and confidential information can be shared in camera, with or without the ED as appropriate. Remember, confidentiality is not the same as secrecy. When information is withheld, filtered or obscured, you're keeping secrets. Secrets are bad for Boards.
• Build a thoughtful Board succession planning and nominations process. The Board gets to appoint its own Officers, including the Board Chair. Having a thoughtful and intentional policy and process for Officer appointments will allow the Board to appoint a suitably qualified candidate, hopefully avoiding the kind of situation that leads to an arse in the Chair role.
• Empower Board Directors to understand and exercise their full authority. All Board Directors hold equal power and equal responsibility. If the Chair is doing something the Board doesn’t like, or not doing something that the Board would like to see happening, it’s on the Directors to address it. Board Directors should always read the organization’s bylaws and governance policies, and be prepared to exercise their rights as Directors at any time, including their right to change policy, make or oppose motions, and even appoint a new Chair. 

Strong governance isn’t about having a powerful Chair; it’s about a board that understands and fulfills its collective responsibilities. These approaches can help clarify the scope of the Chair role and ensure that the Board can govern effectively as a whole. When the Chair isn’t expected to be the hub of all information and decision-making, the board becomes more balanced, more transparent, and more sustainable. 

Big Takeaways:

• The Chair serves the Board, not the other way around. Just because it's common for Chairs to be treated like The Boss doesn’t mean it’s an effective practice.
• Good intentions won’t save the day. Even when the individual in the Chair role is an ethical leader, concentrating too much power and influence in one person can still lead to big governance problems.
• Build guardrails to avoid gatekeeping. Placing clear limits around the Chair role, and enforcing accountability between the Chair and Board will help ensure a more sustainable approach to governance.