The Board Chair and the President

When it comes to organizations – non-profit institutions – one is loathe to overstate anything, and yet you can hardly overstate the following:  that so much depends on the quality and character of the working relationship between two people,  the senior executive and the chair of the board of trustees.  In my estimation, it is the most crucial working relationship within the organization.  If this is not working, nothing works.  If this relationship is strained or marked by any level of ambiguity and distrust, it is only a matter of time before adverse effects are felt within the organization as the whole.

Here is my read on what it takes for this working relationship to be effective.

First, they are different and each needs to both appreciate the difference and respect the difference.  If a board chair wants to be the defacto president, it does not work.  Rather, the key is that one provides executive leadership and the other chairs the entity – the board – that holds the executive accountable but also supports and encourages the executive leader.  And it is the board chair who more than anyone is positioned such that the board does what it needs to do:   be trustees and not micro-manage.   And the president finds in the chair a healthy collegial relationship but also a differentiation:  there is genuine accountability.

In other words, the board chair is not a best friend; the board chair is not merely a supporter or cheerleader.   Healthy differentiation means that they are counterparts, each doing what needs doing for the sake of the organization.

Second, the president needs two things form the board chair.   (1) First, to be chair the board so that the board does its work and keeps to its knitting . . . not micromanaging, but functioning with one voice as trustees of the mission.  And, (2) second, to have the presidents back through difficult or challenging circumstances.   Thus in my case, I need the chair to manage the board and assure that the board have a generative conversation around the issues or recommendations coming to the board.   And I need the chair to have my back on complicated financial and personnel matters. Similarly, I need him to stand with me when as the president of the organization I have complex public relations issues that I need to manage.  I can only do my job if this back-stop is there and no one can try to go around me to get past a decision that is mine to make.

Third, the chair should never be surprised but kept regularly informed on key financial, personnel and related matters.   And thus, I brief the chair regularly on a whole range of issues so that the chair is in the know and can advise on what needs to go before the whole board.  And, further, I need the chair to offer advice and counsel while always letting the president be the president. [again, the two roles cannot be confused; their genius is that function in close collaboration while always distinct].  And, of course, as president I report to the whole board but functionally it is to the board chair.   In our case, our board meets in camera and I have no problem with this because I implicitly trust the board chair to both have my back in those in camera sessions and tell me from those sessions what it is that I need to know so that I can do my job effectively.  And, I also assume it will be the chair who will have the grace and courage to tell me when it is time for me to consider stepping down – though, of course, he can only genuinely do this if he truly has a read on the sentiments of the board as a whole. 

I might note that the board chair does get to express his views and convictions, but it is actually rare that this opportunity arises and perhaps only when asked for this by the president in their own conversations.  With the board, the chair is the moderator of the board deliberations and business and rarely speaks to a matter and never actually votes on a recommendation.  If there is a time when the chair must speak, then he/she must relinquish the role of chair, if only pro tem, and allow another to chair.  But this should be rare.  And with the president, the president leads and no doubt the board chair will offer advice and counsel, but in the end, the president is not merely an extension of the board chair:  the chair supports the leadership of the president.   More than once I have had a board chair speak frankly to me about a matter and then in the end say:  “but Gordon, in the end it is your call, and I will support you either way you choose to act.”

When it works smoothly, this relationship is a generative one – high trust, mutual encouragement, shared wisdom.   And, everyone on the board and within the organization knows that that relationship is differentiated [the chair is not merely a friend or rubber stamp to the president] but also, that you cannot get a wedge between them.

Thus, the appointment of a board chair merits careful attention.  And I would propose that the chair is always nominated by the president, to the board nominations committee with the capacity of the committee to push back or challenge or question if the relationship is too “friendly” or “cosy” to truly be effective.  But in the end, the chair is nominated by the president.  Yes, I know that this means the president is in effect appointing his/her own boss.  But with appropriate accountability and transparency with the board nominating committee, this is the only way to move into having the kind of relationship that needs to work effectively for the sake of the organization as a whole.

Institutional Intelligence is the capacity to work effectively within organizations.