Governance Glossary

Published: February 23, 2024


A chairperson, also commonly referred to as the chairman, chairwoman or simply chair, holds a pivotal position in the structure of many organisations, ranging from corporate entities to academic institutions, and indeed in not-for-profit organisations.

The role and responsibilities of a chairperson, while varying somewhat depending on the specific regulatory and organisational context, fundamentally embody leadership, governance, and oversight functions designed to steer the organisation towards achieving its mission, goals, and objectives.

At its core, the chairperson serves as the presiding officer (or first among equals) of an organisation’s board of directors or governing body. This individual plays a critical role in shaping the strategic direction of the organisation, ensuring effective governance and fostering a productive environment where strategic decisions can be made.

The chairperson is often seen as the highest authority within the framework of the organisation’s board, and while they typically do not engage in the day-to-day operational management of the organisation, their influence on its governance and strategic direction is significant. Especially as their relationship with the organisation chief executive officer can have a profound impact on the effective functioning of the board and the organisation as a whole.

Primary Roles and Responsibilities

  1. Leadership: The chairperson is principally responsible for leading the board and the organisation in an ethical and responsible manner. This includes setting the right tone for the board’s work, promoting ethical and responsible decision-making, and ensuring that the board’s activities align with the organisation’s mission and values.

  2. Governance: A major responsibility of the chairperson is to oversee and facilitate the effective governance of the organisation. This includes ensuring that the board operates in compliance with relevant laws, regulations, and best practices, and that it fulfils its responsibilities to stakeholders, including members, donors, and the communities the organisation serves.

  3. Board Meetings: The chairperson is responsible for convening and presiding over board meetings. This involves setting the agenda in consultation with board members and the chief executive, facilitating discussion to ensure that all viewpoints are considered, and managing the effective and efficient conduct of the meeting.

  4. Communication: Effective communication is a key responsibility of the chairperson. This includes serving as a primary liaison between the board and the chief executive, ensuring that board decisions are communicated and implemented effectively, and in some cases, acting as a spokesperson for the organisation in public or formal settings.

  5. Strategic Planning: The chairperson plays a lead role in strategic planning processes, working closely with the chief executive and the board to set strategic directions, establish goals and objectives, and monitor the organisation’s progress towards achieving them.

  6. Performance Monitoring: Monitoring the performance of the board, its committees, individual directors, and the organisation’s chief executive is an important function of the chairperson. This may involve conducting performance evaluations, facilitating feedback, and identifying areas for improvement or development.

  7. Succession Planning: Ensuring continuity in leadership is another critical aspect of the chairperson’s role. This involves planning for board member and chief executive succession, as well as mentoring potential future leaders within the organisation.

Qualities of an Effective Chairperson:

An effective chairperson embodies a combination of qualities that enable them to fulfil their responsibilities effectively:

  • Leadership Skills: Strong leadership and the ability to inspire and motivate others are essential.
  • Strategic Thinking: The ability to think strategically and envision the future direction of the organisation is crucial.
  • Communication Skills: Excellent communication and interpersonal skills facilitate effective dialogue and decision-making.
  • Integrity: Ethical conduct and integrity establish trust and credibility with the board, staff, and stakeholders.
  • Decisiveness: The ability to make timely and informed decisions is important, especially when navigating complex issues.
  • Knowledge: A deep understanding of the organisation’s mission, strategic objectives, and the governance landscape is vital.

The role of a chairperson, thus, transcends mere ceremonial duties, embedding within it the essence of leadership, governance, and strategic oversight.

Through the effective discharge of their duties, the chairperson ensures that their organisation not only adheres to governance standards and ethical practices but also thrives and make significant strides towards fulfilling their mission and vision. In doing so, they contribute not just to the sustainability of the organisation, but to the broader impact it has on its stakeholders and the community it serves.

What is the role of a Chairperson in a not-for-profit organisation?

The Chairperson, sometimes known as the Chair or President, serves as the lead officer of the organisation's Board of Directors. In a not-for-profit context in Australia, the Chairperson plays a pivotal role in providing leadership and direction to the Board, ensuring its effectiveness in governing the organisation.

Their responsibilities include facilitating board meetings, ensuring that board decisions are implemented, acting as a liaison between the board and the CEO or Executive Director, and often representing the organisation at public events. Critically, the Chairperson works to maintain a harmonious and effective board, fostering an inclusive atmosphere where diverse perspectives can be openly discussed and considered.

How is a Chairperson selected in a not-for-profit organisation in Australia?

The process for selecting a Chairperson varies among not-for-profit organisations in Australia, often depending on the organisation's constitution or governing documents.

Typically, the Chairperson is elected by the board members from among their number. This election usually takes place at the first board meeting following the organisation's Annual General Meeting (AGM) or as specified in the organisation's governance documents. The term length for a Chairperson can also vary but is commonly one to three years, with the possibility of re-election if allowed by the organisation's by-laws or constitution.

What qualifications or skills are important for a Chairperson of a not-for-profit in Australia to have?

An effective Chairperson typically possesses a blend of qualifications and skills that enable them to lead the organisation towards fulfilling its mission. Key among these are:

  • Leadership and Vision: Ability to inspire and lead the board and the organisation, providing clear direction.
  • Governance Knowledge: Understanding of good governance practices, legal responsibilities, and ethical standards in the Australian not-for-profit sector.
  • Communication Skills: Strong communication and interpersonal skills to effectively chair meetings, facilitate discussions, and represent the organisation externally.
  • Strategic Thinking: Capability to think strategically and guide the organisation through long-term planning and decision-making.
  • Consensus Building: Skills in mediating disputes, building consensus among diverse board members, and fostering a cooperative working environment.
  • Financial Literacy: Understanding of financial reports and budgeting to ensure the organisation's financial health and sustainability.
  • Commitment to the Cause: A deep commitment to the organisation's mission and values is essential for motivating others and making informed decisions.
The role of the Chairperson is both challenging and rewarding, requiring a commitment to excellence in governance to effectively guide a not-for-profit organisation toward achieving its mission.

Can a Chairperson be paid for their role in a not-for-profit organisation?

In Australia, whether a Chairperson (or any board member) can be paid for their role depends on the organisation's constitution and the relevant laws. Generally, not-for-profit board members, including the Chairperson, serve on a voluntary basis.

However, some organisations may choose to compensate board members for their time or reimburse them for expenses related to their duties. The Australian Charities and Not-for-profits Commission (ACNC) provides guidelines on remuneration, but it's important for organisations to consult their governance documents and legal advice to ensure compliance with all relevant laws and regulations.


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Better Boards connects the leaders of Australasian non-profit organisations to the knowledge and networks necessary to grow and develop their leadership skills and build a strong governance framework for their organisation.

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