Defining Board Leaders' Roles

A Step-by-Step Governance Review, Part 5

Jan 24, 2025

A stack of different colored folders on a white background — Photo by Dollar Gill on Unsplash

Board Chair Mandates are one of the less common non-profit governance documents. Some think them unnecessary because the duties seem obvious—the board chair leads the board in fulfilling its mandate. That’s it.

However, there are some good reasons to have a Board Chair Mandate:

As stated earlier, an important reason for a good governance framework is continuity over time. It is worth stating the obvious when its continuity is crucial.
Board assessments should include feedback on the effectiveness of board leadership. With a Board Chair Mandate in place, everyone has a common foundation to work from and learn from in assessing the chair’s effectiveness.
A mandate ensures that the board chair, and all the directors, are aware of all of the chair’s duties and responsibilities. An experienced leader may not be aware of all the requirements of this particular role, and a less experienced leader will need the structure of the mandate to build upon.

If your board has a vice chair and a formal past chair role, these may also have mandates. They are typically less detailed than the board chair mandate.

How Board Leadership Mandates Relate to the Board Mandate

Board Chair Mandate: defines how the board chair leads the directors to fulfill the board mandate.

Vice Chair and/or Past Chair: defines how each role supports the board chair in leading the board to fulfill its mandate

All of these leadership mandates are limited to the leader’s responsibilities that differ from that of other directors.

What’s in a Board Chair Mandate?

A Board Chair Mandate defines both the logistics related the board chair role, and the chair’s duties and responsibilities. While it provides a supportive framework for a less-experienced chair, it does not usually read like a leadership “how-to” guide as it must be flexible enough to fit the leadership styles of different individuals.

Logistics and Specifications

This section addresses who can be the chair, how the chair is named, chair absences and resources. Typical items include:

How the chair is elected or appointed, and if necessary, removed from the role.
Term length and what happens if the chair leaves the board before end of term, or has a lengthy absence.
Any qualifications or limitations for the director who fills this role.
Automatic appointments to committees—some boards will appoint the chair automatically to certain committee(s).
Specify if the chair may delegate any mandated responsibilities, and if so, are there any limitations to what can be delegated or for how long.
Access to external advisors and other resources (ex., at chair’s discretion within budgetary limitations, with consent of Executive Committee, only with a board vote, etc.)

Duties and Responsibilities

To determine what to include in this section, consider all the chair’s duties and responsibilities to the board and to the organization that are different from the other directors. Some examples follow, but this is not an exhaustive list—different types of non-profit boards have different needs in this area.

Board Management and Organization

Manage the affairs of the board; lead it to fulfill its duties and its effective functioning
Ensure the board has the resources it needs to fulfill its responsibilities (While the chair likely will work closely with staff to accomplish this, it is the chair who determines what the board needs to accomplish its work.)
Confirm that each director has signed any necessary documents each year, such as confirmation an annual review of a code of conduct and update of potential conflicts of interests.
Address issues with individual directors such as poor meeting attendance, poor participation, interpersonal conflict on the board or potential conflicts of interest.
Lead the board in the appropriate level of oversight of management.

Board Meeting Planning and Facilitation

Set the number and length of meetings the board needs to complete its discussions.
Set the agenda for board meetings and determine what information is needed before and at each meeting. (This is likely done in cooperation with the executive director and committee chairs, but the Board Chair should have the final say on everything related to board meetings.)
Preside over board meetings, or, delegate this duty to another director if the chair will be absent.

Relationships

The board chair is often tasked with maintaining relationships with several individuals and organizations. This is in addition to any required reporting tasks—it is the “soft skill” of developing strong interpersonal connections with people important to the organization. Don’t be too specific in describing how this is accomplished—different board chairs will have their own styles.

The executive director relationship is crucial. While the ED reports to the board as a whole, it makes sense for the chair to be the principal contact. A good working relationship promotes good communication between the board and management.
Maintaining a good relationship with each director keeps the chair aware of general board effectiveness—if directors are struggling with workloads or concepts, it might come out easier in one-to-one conversations than in a board meeting. This is particularly important if the board does not do individual director and chair annual assessments.
Major funders, if any.
Other key stakeholders, such as other organizations that serve the same community, volunteer groups, regulators or professional associations in the sector, etc.

Spokesperson & Representative

Act as a spokesperson for the board, as needed, and in cooperation with the executive director, act as a spokesperson for the organization.
Represent the board and/or organization at official events.

Vice Chair and Past Chair

If you have Vice Chair and/or Past Chair roles on your board, their mandates should follow the same model—start with logistics and specifications about the role, then list any duties and responsibilities specific to the role.

A Board Chair Mandate is not a replacement for leadership skills. Use this document to set a clear expectations of the chair’s duties and responsibilities, and select someone with demonstrated leadership skills who can fulfill the mandate. Leading a non-profit board is very different from leading a workplace team. A well-written mandate for this role is an important part of helping whoever fills this seat to excel.