What is a Chairman of the Board?

Ken Black

A chairman of the board is simply a person who leads a group of decision makers. Most of the time, this group is known as the board of directors, especially in the corporate world. However, these groups can also be known as a council, commission, committee or perhaps a number of other designations. They can be found in corporations, not-for-profit agencies and governmental entities.

An individual may become chairman of the board via invitation from board members.
An individual may become chairman of the board via invitation from board members.

The chairman is seen as a key figure in corporations, often being responsible for driving the long-range vision of the company. Many times, the board chairman is also one of the most visible spokespersons for the company, conducting interviews and providing expert analysis not only relating to his company, but also the general industry his company operates within. Many times, the board chairman is referred to as the chairperson, a more politically correct term, as it includes both men and women.

Duties and responsibilities of a chairman of the board vary from company to company.
Duties and responsibilities of a chairman of the board vary from company to company.

Duties and responsibilities of a chairman of the board vary from situation to situation and from company to company. A chairman of a non-profit foundation may have different duties than a chairman of a Fortune 500 company. This person may not be a full-time employee of the company or agency, but often is, especially if it is a large organization.

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In addition to the previous duties mentioned, a board chairman also provides a number of other essential functions. Those include running meetings, coordinating subcommittees, aiding board development, providing financial and legal oversight, assessing performance and perhaps also holding a certain level of administrative duties.

In most cases, these duties are designated to other subordinates who, in turn, report back to the chairman of the board or board of directors as a whole. Often, the chairman works with what is known as an executive board, made up of department heads within the company or organization who provide comprehensive reports on a routine basis.

The chairman then takes these departmental reports and has them coordinated into a comprehensive document assessing the condition of the company at that particular moment in time. Once this is done, the final product is then presented to the board. The chairperson then may offer a list of recommendations in order that future goals can be met. He or she may also ask board members for their own recommendations.

Once discussion begins to take place, the chairman of the board will conduct the discussion, usually utilizing Robert’s Rules of Order. At some point, after the issue has been thoroughly explored, the person may ask for a vote. In some cases, depending on the board rules, the chairman is not allowed to vote, except perhaps in the case of a tie. In other cases, the board chair does have a regular vote.

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Discussion Comments


Does the chairman and board of directors in a non-profit organization have the right to drop a member of the organization back to a lesser membership for poor conduct and harassment?


I the chairman of the board over the president and founder of a non profit organization. Should there be an ceo other than the president. Our non profit has a president and founder and five board members. what offices should we have added.


Board responsibilities seem to me to be often sort of over-inflated to lay people, whether talking about the chairman or just the other members. At my college, for example, there was a board of regents and both they and their chairman liked to be all talk about what they did or didn't like about what was happening at the school or in the world.

While they did have some decision making power, they were not well respected by the students and many of us did not trust them at all, really.


The chairman of the board's responsibilities often differ based on the size of the board and what the board is for. For example, a school board's chairman might have a vote in issues like everyone else and work as more of just someone to lead meetings, while the chairman of a board of directors for a college or company probably has far more actual decision-making and leadership responsibilities.

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