Leading from the Middle: Vice-Chair Tips for Stronger Nonprofit Board Governance

Here’s the story:

“I am currently the Vice Chair of the board for a grassroots organization. I have been involved with this organization since I was only 14 years old, and have gradually taken on more and more responsibility. I am realizing that we do not have all of the right policies and practices in place, we are playing catch up with legal compliance, and I am worried that the Chair (who is also the founder) is not fulfilling her responsibilities. I have taken on many responsibilities that were outside of the scope of my role, the Chair relies on me to do almost all of the board work, including ensuring we are in compliance with CRA (Canada Revenue Agency) rules. I don’t think she recognizes the full extent of our responsibility and liability as board directors, and specifically as the Chair and Vice Chair. She gets defensive and dismissive when I bring up concerns about our board and organization policies, and other issues. I am unsure how to take a step back on responsibilities that I have taken on, which should really be hers.” 

And here’s my take:

 How can you manage the scope of your own role, while also strengthening the capacity of the board to fulfill core governance responsibilities? The core issue here is a lack of clarity and accountability around board roles, with a dash of founder syndrome thrown in, and topped off with some challenging interpersonal dynamics.

What are the Chair and Vice-Chair roles for a board? 

The essential role of the board Chair (or President) is simply to lead board meetings; almost all of the other responsibilities ascribed to this role come from convention, rather than legal requirement. In my experience, we place way too much emphasis and responsibility on the board Chair role, which tends to be an unsustainable, and sometimes problematic approach to governance. 

A board Vice-Chair (or Vice-President) is typically not required by law, but is another conventional approach to nonprofit board governance. In this case, the convention is useful for succession planning; the Vice-Chair leads meetings in the Chair’s absence, and the role is a useful way to designate and train the board’s incoming Chair.

The organization’s bylaws will often spell out the min specs for each board officer role, and governance policies such as ‘Officer Role Descriptions’ provide additional detail. But it’s important to note that board officers, including the Chair and Vice-Chair, are procedural roles that support the board’s functioning; they do not come with any additional power or authority over the board or organization. Board responsibilities are shared equally across the full board; although delegation is a valuable tool, no individual director can opt out of important governance oversight, such as monitoring compliance with CRA requirements.

What does this mean for your situation? Many of the responsibilities that you’ve taken on are neither yours nor the Chair’s; they are board responsibilities. And as such, you can shift them back onto the board without relying on your Chair to step up and take them on. I suggest having a conversation at the next board meeting about the scope of your role. Explain why it feels unmanageable for you personally, and why it is unsustainable for the board and organization as a whole. Speak to the risks you’ve identified and discuss how to better distribute those responsibilities across the full board.

If that doesn't work, you have the option of stepping out of the Vice-Chair role, and sitting at the table as a board director without an Officer role (often referred to as a ‘director at large’). Many people struggle with the idea of ‘quitting’ a leadership role, worried that it will reflect poorly on them or leave the organization in a bind. But it’s good leadership to acknowledge when a board role isn’t working, and it’s better for everyone - and the organization - to be honest about your personal capacity. 

Building stronger governance infrastructure

You mention concerns about a lack of organizational and governance policy, which your board chair has been dismissive of (more on that later). Again, I want to emphasize that you don’t need the Chair’s permission to develop governance policy, this is something you can bring to the full board’s attention. 

A few governance tools you may want to prioritize include:

• Board Director and Officer Role Descriptions: These should clarify the roles and responsibilities of all board directors, as well as those specific functional roles expected of officers. These should agree with organizational bylaws, but can include additional detail. If term limits don’t yet exist, include them here and update the bylaws at your next annual meeting. There are some good sample policies on the Governing Good website that you can work from.  
• Board Workplan: Develop a document that outlines all of the board’s core governance functions, with a timeline and accountability framework to ensure nothing gets missed. The board should review this regularly, with an understanding of the board’s shared responsibility for each function. This free resource is a comprehensive toolkit to get you started.  
• Board Training and Professional Advice: If board directors are unclear on their roles, or don’t understand their legal responsibilities and liabilities, it’s important to address this through training. There are many resources out there, but ideally, you’ll want material that is specific to your jurisdiction. I also think it’s important for boards to have access to professional advice from legal and financial experts. Including an annual budget line for this purpose is an important practice to support the board’s governance work.

Dealing with founder syndrome and power dynamics on the board

There are two elements of your letter that are red flags for me. The first is that your Chair is the organization’s founder. The second is that I am assuming (perhaps incorrectly?) that you are relatively young, and that there may be an age difference between you and the Chair. So when you tell me that the Chair is saddling you with responsibilities, and is dismissive of your concerns, it reads as a potentially problematic power dynamic. 

Does the Chair view your role, and personal relationship, from a mentorship lens? I can imagine one possibility where the Chair is setting you up as their successor on the board, and is shifting responsibility to you as part of that process. But even if that’s the case, it’s important for you to have an equal voice in that relationship, and for your ideas, concerns and capacity to be respected. I have seen many mentorship relationships become exploitative and unbalanced, and as the younger party, you may feel that you have to endure a dysfunctional relationship for your own personal or professional advancement. If this rings a bell for you, it may be worthwhile to talk to a trusted third party for their perspective on the situation. 

Now to the founder issue. Founders are often awesome people with a valuable skill set that is better suited to building, rather than managing an organization. For that reason, I have found that most founders make lousy board chairs. When your chair is defensive and dismissive about building governance policy, it may be related to a lack of confidence or interest in that area. Or, perhaps this person is also working beyond their capacity, and feels stressed or guilty about all the things they’re not able to manage as Chair? Regardless, the ‘founder’ designation usually comes with undue influence that is not well suited to a functional board, and can quickly become a constraint.

Transitioning the founder out of a board role is an important part of the growth from a ‘start-up’ board to an ‘established’ organization. One approach that I have found to be effective is to create a leadership role for the founder outside of the board, such as an ‘Ambassador’s Circle’. This allows the organization to continue to benefit from the founder’s expertise and contributions, without becoming reliant on their personality for basic governance functions. As you build governance infrastructure for the organization, succession planning for the Chair role will be an important ‘next step’, which you can tactfully broach as an organizational growth and sustainability strategy.

Big Takeaways:

• Board Chairs and Vice-Chairs don't have additional power; all board directors share equal responsibility for the organization's governance.

• Building essential governance infrastructure will help clarify roles and responsibilities of board directors and officers.

• Transitioning founders off of the board is an important milestone for growing organizations.