O Captain! My Captain! What exactly is a board chair supposed to do?

Here’s something that may surprise you: a board chairperson is not a required officer of a Tennessee nonprofit corporation. In fact, the Tennessee Nonprofit Act mentions the position only once – and in a passing reference about how a director may resign.

President and secretary are the only officers required by the Act; therefore, unless a nonprofit’s charter or bylaws choose to define the chairperson as an officer, she is not an officer nor has the fiduciary duty that attaches to such status.

The Act’s not requiring a board chair or defining it as an officer is perplexing because, in my humble opinion developed through decades of observation, the chair is the most critical role in nonprofit leadership. Its absence from the Act would be like the U.S. Constitution not mentioning the Chief Justice of the Supreme Court. Or the Tennessee Titans’ playbook not mentioning the quarterback. (Actually, that’s not so far-fetched.)

Yet every nonprofit board of directors has a chairperson because the need for one is obvious – just like an orchestra needs a conductor, a football team needs a coach, a Van Halen needs a David Lee Roth: someone to coordinate the CEO, officers, directors and create harmony; someone to oversee strategy creation and execution; someone to provide a charismatic public face for the organization in good times and bad.

I like to define the chair’s role in one word: fulcrum.

If you’ve ever heard me prattle on about nonprofit corporate governance before, you’ve heard me talk about achieving “Essential Balance” between the board and management: each must know what its job is and – just as importantly – what its job is not. If you picture this balancing act as a seesaw with the board on one side and management on the other, the chairperson is the fulcrum upon which everything precariously balances.

So in broadest terms, the chair’s job is to make sure (a) the CEO is doing her job and not invading the board’s role and (b) each director is doing its job and not invading the CEO’s role. If imbalance exists, dysfunction will result, either in the form of board micromanagement of the CEO or CEO dominance over the board. An effective chair creates and maintains balance with a mix of hard work, graceful diplomacy, and adroit leadership. Great ones do it like Obi Wan Kenobi.

In more specific terms, I advise chairs to focus on 7 key functions:

1. Serve as communications liaison between board and CEO.

The ideal director understands two fundamental, complementary concepts: the CEO answers to the board and the board only acts as a singular body. A director who directly injects himself into management matters — such as calling up the CEO to give unsolicited advice or criticism or communicating directly with staff members — is violating these concepts. The chair should prevent this; directors must know and respect that any substantive communication with any member of management should either occur at board meetings or else flow through the chair.

The CEO should be the only chef in the kitchen and left alone to cook unless the kitchen is burning. It is up to the chair to guard the kitchen door.

2. Support the CEO.

Part psychologist, part head coach, a chair should support the CEO so that he can do his job. Emotional support, physical resources, compensation increases, professional training – whatever is needed and warranted, the chair should be the board’s eyes and ears to know what will help the CEO perform and therefore benefit the organization. This can only occur if the chair develops a relationship of trust and honesty with the CEO.

3. Review the CEO.

As any head coach can tell you, supporting your quarterback is essential, but objectively reviewing their performance is just as important. Poor CEO performance warrants board action, whether in the form of training, additional resources, or replacement. The assessment should occur when the board formally reviews the CEO each year in a fair, objective, and timely manner. If, however, the chair is not facilitating and leading that process, it won’t happen.

4. Set agendas and run meetings.

An organization can only act through its leaders, and a board can only act through meetings. A chair must plan meetings by working with the CEO to develop the agendas and preside over the meetings by following the agenda. Seems simple, right? Not always. Say a director displeased with a CEO decides to grill her on financial information during a meeting, but the issue was not on an agenda item. Such a pop quiz would be unfair, stressful, and potentially humiliating for the CEO. An effective chair would intercede and stop such an event, while at the same time diplomatically ensuring that if a report or discussion were warranted, it would occur in an orderly fashion at a time when the CEO had an opportunity to prepare.

5. Ensure performance from each director and the board as a whole.

Boards should consist of individuals with diverse skill sets. Those skills are only exercised if the individuals – each with their unique personalities – are fully engaged. An effective chair will look for this at meetings and events. If a director seems tentative, lacking confidence, or simply bored, the chair should address the issue personally. Sometimes it just takes a friendly conversation or calling on the director for their viewpoint at a meeting to nudge the director into engagement and make her feel like a valued member of the team.

6. Keep board and management focused on strategic plan.

A strategic plan is the roadmap for a nonprofit’s success and is the physical manifestation of the key principle of corporate governance: the board creates policy and the CEO executes policy. Leading the board through creating the plan will educate the board on this distinction – so critical for achieving Essential Balance. But the plan must be integrated into each meeting’s agenda so the board is reminded how it steers the organization’s priorities and measures management’s success. If it ends up in a drawer somewhere, dysfunction will result. The chair cannot not let that happen.

7. Serve as the public face of the organization when necessary.

The CEO should be the face of the organization; the chair should be the face of the board. When the public needs assurance that the board is fully engaged, whether in good times – e.g., appealing for donations at major fundraisers – or bad – e.g., addressing bad publicity during a PR crisis, the chair must step forward and do so. During a crisis, the public will judge the nonprofit on how the chair reacts. She should be out front and visible, providing information to the public and reflecting the board’s integrity and control of the situation.

At the end of the day, a nonprofit is only as good as its board and board is only as good as its chair. Therefore, knowing what a chair should do is essential for success.