Elected or Appointed Board Chair?

Electing or appointing Board chairs is a choice with a number of significant implications.

Elected Chairs

Elected Board chairs tend to view their role as more political than do appointed board chairs. The elected chair sees the members as a constituency to be served. Elected officials tend to see themselves as a representative of the interests that elected them. In an association, however, this is actually one of the roles of Board members as a group. No individual Board member has authority. Authority is vested in the Board as a body. It can delegate certain responsibilities to an officer, but it cannot delegate its authority. Sometimes misguided chairs elected by the membership believe they have been invested with a political authority by vote of the membership that trumps the authority of the Board.

Appointed Chairs

Appointed chairs tend to see their role as facilitating the effective operation of the Board. They tend to be more sensitive to the legal responsibilities of corporate Boards. They tend to see their role as facilitating the corporation’s Board making decisions that are in the best interests of the not-for-profit corporation in whose board chairs they are sitting.

All officers and board members – whether elected or appointed – are expected to make decisions with appropriate sensitivity to the interests and expectations of those who are investing in or served by the organization.

Chairs elected by the Board has been the practice in many charitable organizations for a very long time. Elected presidents also serving as Board chairs has been a common practice among many membership organizations for an equally long time. Chairs elected by the membership tend to see themselves as leaders of the organization rather than as leaders of the Board.

If the Board is right sized for its role, work process, and representativeness, then it is usually leading the organization in a consultative partnership with the chief staff officer. If Board authority, responsibility, capacity, and decision process are not well aligned then the chief elected officer tends to behave more like a president of a company than like the chair of a board.

Effectiveness of the Chair

We find that the leadership skill sets of the chair is the determining factor in their effectiveness. So, a real question is which selection group (Board or membership) is best positioned to judge whether and to what extent those skill sets are exhibited by a candidate for the chair position?

In some organizations, especially where the president also serves as the Board chair, the membership is presented with a slate of candidates vetted by a nominating committee. If the nominating committee does its job well, all candidates should have been judged as possessing those skill sets.

There are also some associations that divide the role of the elected president from the role of the board chair. They tend to be larger organizations with tripartite governance structures like a house of delegates, a board, and an executive committee,

So, the bottom line may be: An appointed chair tends to focus on Board operations and that leads to increased expectations for leadership that the Board has for the CEO. An elected chair tends to focus, at least in part, on promises to the electorate and that focuses the chief staff officer more on operations.

The essential questions then become:

1. What role does the association  want the chair to play in the organization?
2. What skill sets are necessary for success, and given those decisions?
3. Who is the best group to make the selection?