Board Chairs & Executive Directors

A board chair and the executive director (CEO) can be a great combination. It is a pairing that we tend not to think much about when wondering how to improve a non-profit’s governance practices.

In shaping how the board chair and executive director (ED) can work effectively together the focus first should be on the frequency and kind of communication they have outside of board meetings. But there is more to consider. This post sketches out what the working relationship between the chair and the ED could look like. This pairing isn’t about creating a new “reporting relationship” or a committee.  

Much has been written about the (full) board – executive director relationship. I am more narrowly focused here. What specifically makes for an effective board chair – executive director team? Board chairs typically have short terms and so, if the relationship is to add real value, executive directors and their chairs need to agree on what it is together should pay most attention to and try to bond quickly

Personalities play a role for sure. But beyond this, what helps? Four things at least:

1. Clarity on their respective roles
2. The right amount of interaction
3. The right kinds of interactions -an agenda to guide them
4. Trust building & support

Each of these matters is outlined below. I will also touch on a few special situations that deserve consideration.

Perhaps you are an executive director and at this stage of the post are thinking, “my board chair is too busy to be more involved”. Or perhaps it is the opposite: “my board chair is already looking over my shoulder”. Read on.

What if you are a board chair? Would you say, “my executive director has everything under control and does not need my help?” Well, your ED can use some help, especially on some board matters.

1. Clarity of roles

The board chair is the head of the board, and it is the board that, as a whole, oversees the executive director. The executive director is the non-profit’s operational leader but also the board’s partner in helping shape and realize the organization’s mission and strategic directions.

Most executive directors have a job description outlining their duties and responsibilities. They can also be outlined in their employment contact. Most could benefit from greater clarity on their governance role beyond  “being accountable to the board”. Indeed an effective ED will help keep the board focused, remind them when discussions become too operational, and advise them on the organization’s policy needs.

Perhaps my sample Executive Director Communication to the Board policy could help. It is here.

It is board chairs that generally struggle most with understanding their role. They know they are supposed to run board meetings. They also know they have signing authority and can be the “backup” spokesperson for the organization. There is more that promises real impact with an added investment of little time and attention.

As chair you might start with a look at your job description. If there is isn’t one it is easy to draft, discuss and adopt as a board policy. You may have one already but perhaps it has not been reviewed in awhile and could be updated. It should include monitoring the health and functioning of the board and planning beyond the next board meeting.

My sample board chair position description can be found here.

2. How much interaction?

Outside of their time together in board meetings how often should a board chair and executive director talk to one another or meet face-to-face?

Some sources suggest that the board chair and ED should meet, or at least touch base, weekly. Given the non-profits that I know this seems like a lot, but it is not too far off. More or less interaction is needed depending on the circumstances facing the organization, and each of them as well.

Certainly more interaction between the two may be necessary when;

• The executive director is new
• The board chair is new
• There is an organizational crisis or issue
• The executive director (at least) is under personal stress (e.g. a family or health issue)
• There is an important governance initiative underway (e.g. a strategic planning process)

An ED should not assume that just because someone is the chair they ought to be regularly consulted. Few board chairs know the organization well enough or have the expertise to be able to coach or advise an executive director on operational matters. So, it is important to distinguish between consult and inform. This is a distinction that could be discussed when they sit down to design how they want to work together.

It is important that these two key governance players enable each other do their job and support each other in it.  The chair’s work must be focused on the functioning and health of the board.  This means that the executive director must be careful not to draw the chair into operational decision-making.

It is not the case though that the chair must avoid the drawing the executive director into board matters.^[1]Executive directors ought to play a key role in helping shape the composition off their board. They often have community and volunteer staff connections that can help aboard to identify potential new … Continue reading Executive directors have a vested interest in the health of their boards and often have non-profit board experience themselves.

At a minimum I would recommend at least one regularly scheduled meeting a month between the two of them. Ideally this could be set for a day or two before the board meeting agenda is to be sent out so that the pair can construct it. It could be a telephone meeting. Better still is a meeting at a coffee shop, a meeting at the office of the chair, or a meeting at the non-profit. Where the two meet might depend on whether they need a quiet location, a table and/or and some privacy.

Does this mean the executive director (and it is usually the executive director) shouldn’t pick up the phone and call her chair several times a week? Kind of. Organizational or personal circumstances  may require more frequent communication.^[2]Some key topics, many of which are covered in this post, are outlined in a 2018 BoardSource  (USA) resource Board Chair and Chief Executive Communication/FAQs here

3. Meeting agendas

Having an agreed upon Chair-ED “agenda” is critical to their becoming an effective leadership duo. An agenda establishes some boundaries that respect their different roles. It allows for more focused and planned meetings. It also can shape their shared expectations around the need for less or more frequent interaction.

Mary Hiland, whose important work is cited below, suggests that there are three kinds of chair-executive director pairs:

• Managing pairs
• Planning pairs
• Leadership pairs

Managing pairs tend to focus more on internal or operational matters, planning pairs on the work that need to get done around the boardroom table and the cultivation of a stronger board. Leadership pairs focus on strategic and mission-related work.

So here is my a list of board chair- executive director meeting items.^[3] I recently wrote about the content of the executive director’s regular report to the board. On some matters it may parallel with the board chair-ED agenda. That post is here It is a list they can use to help guide every meeting.

• Significant new developments and/or worries if any
• HR flags
• Financial/funding flags
• Board health and engagement -Where are we?
• Board calendar – what is coming up?
• Next board meeting agenda: what items, who reports, time required, & supporting materials

Not all of these topics are important all the time. With respect to HR and financial matters there may be nothing to talk about every month. Both are the ED’s responsibility so try to keep operational matters at a high level. Think twice about bringing a copy of the latest “financials’ to the meeting.

An ED might though say to her chair:

I am looking at changing the format of my regular financial report to the board. Everything is not equally important. I think we can do a better job drawing board member attention to a few key items. Here is what it could look like. What do you think?

A board calendar, my most recommended tool, is outlined in a two -page guide here.

4. Building support & trust

It was often said and felt that the role of the board is to “support” the executive director. This is true. Presumably it applies to the board chair too. But this is a rather vague statement. Perhaps “support” and “trust’ are best understood together.

U.S. consultant Mary Hiland, mentioned above, suggests that building and maintaining trust is key and that the two individuals need to work on the relationship, not just in it.^[4]See Mary Hiland’s 2018 article in Nonprofit Quarterly Effective NonProfit Board Chair -Executive Director Relationships: Not About Roles! here. Hiland has an excellent podcast series … Continue reading Obviously this is harder when the amount or frequency of communication is limited.

She also writes that if the relationship is balanced in its attention to managing, planning and leading this will likely cultivate trust more than one focused only on managing. This is because, of the three, “management” is really the purview of the executive director.

Emotional support, certainly for the executive director, can be an important part of the relationship. Board chairs would do well to listen more and advise less. And, they would do well to keep the confidence of the executive director. Their meetings should be a safe space for both.

Getting together outside of work, over coffee or even lunch can contribute to the pair bonding.^[5]For more on the topic of the emotional support side of the chair-executive director see The Role of the Board Chair in a Crisis by Achim Schmitt, Gilbert Probst and Michael Tushman in April 20, 2020, … Continue reading It is not hard to make a short and somewhat personal “check in” part of one’s meetings.

Particular situations

So you have my basic recipe. I will turn to some a few situations that might impact the board chair-executive director working relationship.

(a) We have an Executive Committee

Executive committees, made up of the board chair, executive detector and other board officers, have gone out of favour in many non-profits because of their tendency to usurp the role of the board.  Where they work well they operate with a written mandate that specifies their role and seriously limits their decision –making authority.

If your executive committee meets regularly and functions well, it might take the place of separate chair-executive director meetings. The committee’s agenda might look like the one suggested above. Whether it can meet the trust requirement depends.

(b) Our Board Chair is the one who evaluates the executive director

Having the board chair be the one who evaluates the executive director, or even leads the evaluation process, can result in an imbalance of power that may impact the relationship. Having at least one other board member involved in the evaluation might be essential.

If the board chair is the primary board player in the executive director’s evaluation it is even more important to have established boundaries. Meeting agendas in guiding the pair’s regular relationship can really help. And, a conversation about the chair’s multiple “hats” also makes great sense,

(c) Our organization’s bylaws say that the executive director reports to the board through the chair

I have seen many older sets of by-laws that state that the chair is the conduit for the executive director’s reporting to the Board. I think this is bad practice. Even if this organizational formality does not actually result in the chair being the gatekeeper this is governance artefact that should be eliminated.

(d) Our chair is former executive director of the organization

It is uncommon, but not unheard of, that an organization’s former chief executive, often its first ED (perhaps the founder) steps down but remains on the board in the role of chair. Such a situation is so fraught with challenges it should be avoided.  If it cannot, then the frequency of meetings and their content need to be carefully negotiated.

(e) Our executive director is the former board chair

This situation arises when a founding and more operational board hires its first ED or when an organization loses it ED without a succession plan and the board chair has to step in, possibly ending up as the ED’s permanent replacement. Although probably not as problematic as (d), this is a situation that would require a sure-footed new chair and board.

(f) We have a co-chair model

Some non-profit boards have opted for a co-chair structure rather than a chair-vice chair arrangement.  I have written about this model in a previous post here.

This arrangement probably means a team of three not two. Toast, jam and cheddar perhaps. Here a more formalized agenda is probably required.

(g) Our board chair is retired and has lots of time to give

Just because your board chair has an interest in, and lots of time to give to the organization, and to the relationship, does not mean that the two of you should meet more often. It is important that the job of board chair be one that is a manageable one. After all, you want to be able to attract someone to the post in the future.

Transparency is important.

Both the board and staff should be aware that board chair -executive director meetings are a regular feature of good governance work. I see no need though for them to keep notes of their conversations especially if they stick to their agreed upon agenda.

Their work as a duo should occasionally be referenced around the board table.

Board Chair  (at the board meeting): “When Ruth (ED) and I met last week we thought it was time to add this item to the Board’s agenda.

And, in the presence of staff:

Executive director (to a staff member): I have a meeting with the board chair this morning at 8 am to help plan this month’s board’ meeting agenda. Could we meet later at 9:30?

I’ve been thinking…

The board chair -executive director team has the potential to be a subtle but powerful duo in the service of good governance.

Maybe it is time for the two of you to have a conversation about framing, or reframing, your relationship. This is the starting point. Sitting down across from one another, either of the two could initiate a chat about working better together:

I’ve been thinking. I wonder if we might talk a bit about how the two of us might be a little more focused and purposeful in our discussions. The board might benefit too if we talked a little about what needs to be, or is likely to be on their agenda over the next while.

Making a change for the better here is not as difficult as you might think. It may not be as ready a treat as toast and jam but it is guaranteed to be a satisfying part of your non-profit’s governance routine.

+++ A Note On the Image +++

A “toast and jam” photo seems appropriate here given its occasional meaning. If one says “you are the butter to my bread” or “the jam to my toast” it means that two people are good together, a nice match.

As a popular thing to eat, it would seem that “toast and jam is a culturally specific reference. No surprise here. It is likely British, originating in the 19th century. Toast and jam may have been a working class staple. In Scotland a jam sandwich is sometimes known as “jeely pieces”. Indeed, Wilkipedia tells us says there is Scottish folk song titled “The Jeely Piece Song” that makes a connection between social housing and the few small pleasures available to youth living without much.