Board Chair Responsibilities: Role, Duties and the Partnership With the Executive Director
What Does a Nonprofit Board Chair Do?
Board chair responsibilities center on leading the board: building agendas with the executive director, running board meetings, appointing committee chairs, leading the board’s process for the executive director’s review and pay, and keeping the board’s own performance in view. Much of the job happens between meetings, in a standing one-to-one with the executive director.
A board chair handover usually passes on the bylaws, the meeting calendar and the committee list. It rarely includes an agreement with the executive director about what the chair will do between meetings. CNPC coaches see the result from the executive director’s side of the table: in struggling partnerships, each side assumes the other has information or support it does not, and neither checks. The board chair responsibilities below start with that agreement.
Key Takeaways
- The chair leads the board and the executive director leads the organization. Hiring, reviewing and paying the executive director stay with the full board.
- A standing monthly one-to-one with the executive director, kept in calm months too, does more of the chair’s job than any board meeting.
- Form 990, Part VI asks whether the board saw the return before filing and how the executive director’s pay was approved, so put both on the board calendar.
- Turn the annual review into one funded development goal, then check progress six months later.
- Elect the next chair well before the current term ends, often as vice chair or chair-elect.
What Are Nonprofit Board Chair Responsibilities?
A nonprofit board chair leads the board and partners with the executive director. The core duties are building agendas and running meetings, appointing committee chairs, leading the executive director’s review and pay process for the board, holding board members to their commitments, speaking for the board in a crisis and preparing the next chair.
- Agendas and meetings. Build each agenda with the executive director, and give decisions time ahead of reports.
- Committees. Appoint committee and task force chairs.
- Review and pay. Run the board’s annual review of the executive director and its compensation process. The board decides.
- Board performance. Follow up with members who stall on assignments, and lead a board self-assessment.
- Spokesperson. Speak for the board in a crisis, as your policy sets out.
- Succession. Mentor the vice chair or chair-elect.
BoardSource’s description of the board chair role lists the same duties and suggests a comprehensive board self-assessment every two years. Put your version in a one-page board chair position description.
Who Does What: Board Chair or Executive Director?
The board chair leads the board, and the executive director leads the organization. The chair organizes how the board governs, from the agenda and committees to the executive director’s annual review. The executive director manages staff, programs and finances. Decisions that belong to the board, such as hiring the executive director or setting pay, stay with the full board.
| Duty | Board chair | Executive director |
|---|---|---|
| Board meeting agenda | Builds it with the executive director and runs the meeting | Builds it with the chair and prepares the reports |
| Hiring, reviewing and paying the executive director | Leads the process. The full board decides. | Writes a self-review and proposes development goals |
| Hiring and supervising staff | No role | Owns it |
| Annual budget | Oversees the board’s review with the treasurer | Drafts it and manages it |
| Board recruitment | Leads, with the governance committee | Suggests candidates and briefs new members |
| Public voice in a crisis | Speaks for the board | Speaks for the organization |
A chair who gives instructions to staff has moved into management and blurs who the team reports to, which undercuts the executive director’s authority. The wider board executive director relationship depends on that line.
What Legal Duties Does a Board Chair Carry?
A board chair carries the same three legal duties as every board member. The duty of care means attending, reading and asking questions before you vote. The duty of loyalty means putting the organization ahead of personal interests and disclosing conflicts. Obedience covers keeping the organization true to its mission, its bylaws and the law.
Several states write a version of these duties into statute, according to BoardSource’s summary of board roles.
The IRS checks two related practices on Form 990, Part VI, as its instructions for Form 990 explain. Line 11a asks whether every voting board member received a complete copy of the return before filing. Line 15a asks whether the executive director’s pay was approved without conflicted members, using comparable pay data and written records. Put both on the board calendar, and take legal questions to counsel in your state.
What Does a Board Chair Do Between Meetings?
Between meetings, a board chair builds the next agenda with the executive director, follows up with board members on their assignments and holds a standing one-to-one with the executive director, usually once a month. That one-to-one is where the partnership gets built. The board meeting only shows how well it is working.
CNPC coaches see three patterns in the strongest partnerships: that monthly check-in, a line between governance and management that both people can state, and a board that evaluates its own performance as well as the executive director’s.
Struggling partnerships have a communication gap at the center. The executive director assumes the board understands the daily work, and the board assumes the executive director has support that does not exist. Micromanagement is the visible symptom, but CNPC coaches see disengagement more often. In CNPC’s intake, 23 of 152 applicants (15%) named board relations as a coaching need.
Micromanagement gets noticed at the board table. A chair who has quietly stopped calling rarely does.
What Goes on the Chair’s One-to-One Agenda?
A one-to-one between the board chair and the executive director needs five standing items: priorities for the quarter, decisions coming to the board, early warnings, the executive director’s workload and development, and what each of you needs from the other. Keep it short, and keep it on the calendar in quiet months too.
- Priorities. Two or three, in the executive director’s words.
- Board decisions ahead. What members need to read first.
- Early warnings. A funder wavering, a key hire leaving, a cash dip. Raised here first, they reach the board with a plan attached.
- Workload and development. How the executive director is holding up.
- What each of you needs. Two minutes, every time.
One limit stays in the room. The board evaluates the executive director, so a new executive director rarely tells the chair everything: doubts about a decision, or how stretched the first months feel. Item 4 lowers that limit, and so does a confidential place to think outside the board.
How Does a Chair Invest in the Executive Director?
A board chair invests in the executive director by turning the annual review into one funded development goal. The loop has four steps: the review names one area to grow, the chair and executive director agree on a goal, the board funds a resource for it, and the chair checks progress in the one-to-one six months later.
Most boards read their duty of care narrowly: hire, set pay, evaluate. CNPC coaches read it more broadly, to include making sure the executive director has the resources to succeed, and the review is where the gap shows. Our guide to running the executive director’s annual review covers the review itself.
An annual review tells the executive director how the year went. A funded goal changes how the next one goes.
Present it as an investment in a leader the board wants to keep, never as a fix after a hard review. CNPC’s volunteer coaches donate their time, which is why six sessions of executive coaching cost $300, $400 or $600 depending on operating budget, 85%+ below market rate. For the board’s side, see supporting your executive director through coaching.
How Long Should a Board Chair Serve?
A board chair serves the term your bylaws set. BoardSource recommends term limits for chairs as well as members, because limits keep chairs from burning out and let the board change leaders as its needs change. In its Leading with Intent data, 95% of boards have set terms and 54% have term limits.
Plan the handoff a year ahead. BoardSource advises electing the incoming chair before the current term ends, often as vice chair or chair-elect, and letting the chair-elect join the chair’s meetings with the executive director. Choose with care: almost 23% of boards in BoardSource’s data elected a chair who was the only one willing to serve. Treat board leadership the way you treat succession planning for the executive director.
What Mistakes Do New Board Chairs Make?
New board chairs get into trouble in five ways: supervising the executive director alone, skipping the one-to-one when things are calm, running meetings as a string of reports, avoiding board members who have stopped contributing, and putting off their own development. Each one moves work or risk onto the executive director.
Calm months are when early warnings cost least to hear. Move reports into a pre-read. With board members who have gone quiet, start with a direct call from the chair.
Some problems sit outside what coaching does. Out-of-date bylaws or missing policies call for governance training or a consultant, and an open conflict between the chair and the executive director calls for a neutral mediator. CNPC does not offer board consulting or a board-development program.
Who Supports the Board Chair?
Board chairs draw support from governance training, from peers who chair other boards and from coaching. Training covers the rules and practices of the role. A coach works on the decisions only the chair faces, such as a hard conversation with a board member or a first review of a new executive director.
Chairs do ask for this help. In CNPC’s intake, board chairs sometimes apply on their executive director’s behalf, and a newly elected board president applied for himself. For board-wide options, see our notes on board leadership training. When the chair and executive director work with other senior leaders, executive team coaching takes teams of three to fifteen people for six sessions at $500, $700 or $1,100 by operating budget.
What Should a New Board Chair Do This Month?
Before your next board meeting, add one line to the agenda: “Executive director development plan: draft due by [date].” Put the chair’s name next to it. Then raise it in your next one-to-one, so the executive director drafts the goal and the board sees it at the following meeting, with an owner and a date attached.
If the plan includes coaching, Apply Now to be matched with a volunteer coach. CNPC serves leaders of 501(c)(3) nonprofits, government agencies and analogous non-U.S. organizations, never for-profits.
Frequently Asked Questions
Can the executive director also be the board chair?
In a staffed nonprofit, keep the roles separate. The chair leads the board that reviews the executive director and approves their pay, so one person in both seats would be reviewing themselves.
Does the board chair supervise the executive director?
The chair is the executive director’s main contact on the board, and BoardSource calls the chair the day-to-day supervisor. Hiring, the annual review, pay and dismissal still belong to the full board.
Is the board chair the same as the board president?
Usually, yes. BoardSource notes that some organizations call the chair president when the top staff role is executive director. Your bylaws define the office, whatever its name.
How is a board chair chosen?
Your bylaws set the process. BoardSource recommends that the governance committee consult each board member and bring one candidate to the full board for election. It found that 7% of boards followed no process for their current chair.
Can a board pay for coaching for its chair?
Yes. A board chair is a nonprofit leader, and CNPC coaches board chairs as well as executive directors. Six sessions cost $300, $400 or $600 by operating budget, because our coaches volunteer their time.
Fund the Development Goal From the Review
Turn the executive director's annual review into one funded goal. Volunteer coaches donate their time, so six sessions cost 85%+ below market rate.
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