October 2018

Member query: Our Nominations and Governance Committee is interested in exploring different models for board chair succession. We would benefit from seeing position descriptions for vice chair or chair-elect, as well as hearing about the benefits and challenges of these different models. Our current officers of the board are chair, secretary, and treasurer. All officers are elected annually.


Reply from Cathy Trower:

The Vice Chair is an officer and voting member of the Board. The most common official duty of the Vice Chair is to perform the responsibilities of the Board Chair when s/he is unavailable, including presiding at meetings and serving without vote on various standing committees of the Board. The Vice Chair reports to the Board Chair and works closely with the Chair and staff members, as called upon, including assisting with meeting agenda planning; participating closely with the Chair in discussing officer transition plans; and performing other duties from time to time when called upon to do so by the Board Chair; for example, to Chair the Head of School Evaluation and Compensation Committee or the Strategic Planning Task Force. It is not uncommon for the Vice Chair to serve as Chair of the Nominating & Trusteeship (or Governance) Committee. As an officer, the Vice Chair sits on the Executive Committee (if there is one).

A detailed Vice Chair job description may be found at: http://www.charterschooltools.org/tools/OfficerJobDescriptionsViceChair.pdf

Whether the Vice Chair is the Chair-elect is a matter of bylaws; check them. However, not all bylaws address this issue. It is good practice to ensure that any officer could potentially be the next Board Chair. Typically, a board member either serves as an officer and/or as a standing committee chair prior to being elected as Board Chair so that s/he can demonstrate leadership and so that everyone can see her/his leadership qualities. I do not believe that the Vice Chair should necessarily be the Chair-elect, although serving in that role can prove to be a good training ground. In addition, other advantages of having the Vice Chair be the Chair-elect are: there can be a more seamless transition when the time comes; and it signals that the Board is paying attention to Board Chair succession. If the Vice Chair is the heir apparent, that should be made clear to all.

The biggest downside to having the Vice Chair be Chair-elect is that, when the time comes, that person might no longer be—for whatever reason—the best Chair candidate. It’s possible that things have changed within the school that require a different type of leader or that require a great deal more time than the person can reasonably commit. It’s possible that things have changed in the Vice Chair’s life that make serving as Board Chair difficult. It’s difficult to underestimate the importance of the relationship between the Board Chair and the Head of School, so that should also be considered. And, sometimes, an amazing would-be Board Chair materializes unexpectedly and the Board may wish to take advantage of such an opportunity without upsetting the Vice Chair who expected to become Board Chair.

As you can see, there is no one-size-fits-all approach to Board Chair succession. As with most things, there are trade-offs to consider. I will also say that I do not think that the Chair position should go to the biggest donor. I’ve seen too many times when that backfires – when the Chair thinks that her/his opinions should carry the most weight on the Board or that the school should do whatever s/he thinks because of philanthropic strings attached. The lead gift is not always a gifted leader and boards should not fall into the trap of, in essence, selling the chair position.

The key is to be thoughtful and carefully explore an approach to chair selection that makes the most sense for your school and the board’s culture. In addition, while officers are typically elected annually, many boards feel it is important for the Board Chair to serve a minimum term of two years; and some state a maximum as well. This should also be considered as you think through chair succession.