Posted September 30th, 2019 in Top Stories, Legal Insights
Five Tasks a Nonprofit Board Chair Should Own
Nonprofit Board Chair job descriptions usually include phrases like “facilitate consensus” and “ensure all voices are heard.” I agree with those job descriptions. In my experience, Board Chairs generally understand that part of the job. However, there is sometimes a disconnect between the Board Chair’s job description and the expectations of the nonprofit’s CEO/ED.
Having worked over the years with many CEOs and EDs of nonprofits, I’ve identified five tasks that CEOs/EDs wish they could count on their Board Chair to own.
- Lead the review and compensation-setting process for the CEO/ED.
The Board’s most important job is to hire, review, and set compensation for the CEO/ED. A process should be established if there isn’t one. Every year, the Board Chair should set a mutually agreeable schedule with the CEO/ED to do the following:
- Review the CEO/ED’s job description and any incentive compensation goals.
- Design and run a performance evaluation.
- Decide whether a compensation market comparison needs to be done (every two or three years or when something changes).
- Lead a Board discussion regarding the CEO/ED’s review.
- Lead the Board’s decision regarding incentive compensation (if applicable) and next year’s compensation.
- Meet with the CEO/ED to provide meaningful feedback and communicate the Board’s decision regarding compensation.
- Create and foster a partnership between the CEO/ED and Executive Committee.
Every CEO/ED needs a sounding board. The Executive Committee should be the sounding board for the CEO/ED, the zone of confidentiality/safety where new ideas can be tried out, and new strategies shared and explored. The Board Chair should work to create and foster this relationship.
- Communicate with the CEO/ED regularly—especially immediately after the Board meets without the CEO/ED in executive session.
An executive session is typically a meeting of the Board without staff. It is a good governance practice for a nonprofit Board to meet in an executive session one or more times per year. When the executive session is done, it is the Board Chair’s job to communicate with the CEO/ED immediately. The Board Chair need not share everything that happened in executive session but should share takeaways from the executive session that require the CEO/ED to act or to be involved in ongoing work or strategy. If there is nothing to share, the Board Chair should meet with the CEO/ED anyway immediately following the meeting to let the CEO/ED know that the executive session is over and to tell the CEO/Ed what broad topics were discussed.
This can mean:
- Developing and requiring Board members to sign an annual board member expectations document.
- Talking to and working with Board members who do not meet expectations or are counterproductive to Board work or unnecessarily high maintenance to the CEO/ED.
- Working with the CEO/ED to create a Board self-evaluation tool and using it periodically (every year or every other year).
- Ensuring that the conflict of interest disclosure process is taken seriously. This should include an annual conflict of interest disclosure statement. And sharing a summary memo of the potential conflicts disclosed with the full Board and calling for potential conflicts at the beginning of each meeting.