Boards need a Chief Operating Officer

The Challenge

A complex organization requires both an Executive Director to provide overall leadership as well as some form of Chief Operating Officer to manage the day-to-day operational detail.

When it comes to the Board, however, we expect the Chair to fulfill both of these roles. It is an expectation that leads to burnout and/or a lack of attention to one or the other of these sets of responsibilities.

A recent article by Eugene Fram of the Rochester Institute of Technology on borrowing the concept of the “Lead Director” from corporate boards, focused my attention on this issue.

The best Board Chairs I have known focus on three non-delegable tasks:

    • Maintaining an unwavering commitment to stand above the details in order to maintain focus on the strategic needs of the organization


    • Motivating board members to devote the best of their capacities to the achievement of the mission


  • Establishing a supportive and watchful partnership with the Executive Director.

Accomplishing this requires significant time as well as focus.

The management of the board is a responsibility in itself that includes:

    • Maintaining contact with the Committee Chairs to assure that work on deliverables is on track


    • Drafting board meeting agendas


    • Assuring the timely distribution of the right materials for the board meeting


    • Following up on action agreements from the board meetings


  • Maintaining the calendar of board and committee meetings

Having responsibility for operational management of the board will distract the chair from the key leadership responsibilities.

A Solution

Rather than create a new position of a “lead director,” I have used available board officer positions for this role. The most likely candidate is the Vice Chair. The Vice Chair is elected based on perceived leadership abilities but has no specific duties, other than to be a member of the Executive Committee.

Besides enabling the Chair to focus on their key responsibilities, assigning the management work to the Vice Chair also creates a strong successor candidate.

Identification of “who’s next” is a challenge faced by every Chair. Having a potential, or even designated, successor, frees the Chair to devote the best of their attention to their important responsibilities.

In addition to its effectiveness in organizations I have guided, this structure has worked for me personally, both as a way to ease into accepting the position of Chair and as a way to make the position more effective once I have assumed it.



    • The first step is to develop a job description for the Chair.


  • From there it will be possible to distinguish the non-delegable responsibilities of the Chair from those that can be assigned to the Vice Chair.

This is relatively easy to fix and will probably be welcomed by the Chair.

* Eugene, H. Fram. Can Lead Directors Help Improve Not-for-Profit Board Performance?