Position Description for a Board Chairperson

Responsibilities and Expectations

1. Leadership. Guides and directs the governance process, centering the work of the board on the organization’s mission, vision and strategic direction.

2. Agendas. Establishes agendas for Board and Executive Committee meetings, in collaboration with the CEO.

3. Meeting management. Presides over Board and Executive Committee meetings in a manner that encourages participation and information sharing while moving the board toward timely closure and prudent decision-making.

4. Committee direction. Appoints committee chairs and members, subject to board approval. Works with committee chairpersons to align the work of committees with the vision and goals.

5. CEO relationship. Serves as the board’s central point of official communication with the CEO. Develops a positive, collaborative relationship with the CEO, including acting as a sounding board for the CEO on emerging issues and alternative courses of action. Stays up-to-date about the organization and determines when an issue needs to be brought to the attention of the full board or a committee.

6. CEO performance appraisal. Leads the processes of CEO goal-setting, performance evaluation and compensation review, consistent with Board policy.

7. Committee attendance. Serves as an ex-officio member of all committees.

8. Board conduct. Sets a high standard for board conduct by modeling, articulating and upholding rules of conduct set out in board bylaws and policies. Intervenes when necessary in instances involving conflict-of-interest, confidentiality and other board policies.

9. Board learning and development. Leads the development of the board’s knowledge and capabilities by playing a central role in orientation of new board members, mentoring a chair-elect and providing continuing education for the entire board.

10. Succession planning. Participates in the recruitment of new board members and in the process of identifying candidates to serve as chairperson-elect.

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