Governance: Board Officers
State laws stipulate which officer positions a nonprofit corporation must have, with the most common and necessary being the chair/president, vice chair/president, treasurer, and secretary. While these laws usually define the main functions for the officer positions, there is quite a bit of flexibility within the board to clarify the duties and tasks that each officer must carry out. During the first official board meeting the board assigns certain authorities to each officer.
The chair has a special role as the leader of the board. As expected for any leader who must ensure that a team remains cohesive and delivers on expectations, the board chair is constantly making decisions, and driving the board to come to decisions in the best interest of the organization. Some of these decisions include the appointment of committee chairs, the decision to call a vote once it is determined that an issue has been fully discussed and the management of a peer who has stepped out of line. When voting takes place in meetings, the chair has the same right to vote as other board members or the chair has the option not to vote at all, or to vote in order to break or avoid a tie. The voting rights of the Chair should be clearly defined in the bylaws or board manual. Outside of meetings the chair may act as the delegate and representative for the board but always within clearly defined boundaries. Duties include but are not limited to: