The role and duties of a President of the Board of Directors

Since many people who are starting their own new ventures, like starting a church, do not have extensive experience in corporate governance, we thought it would be a good idea to develop a series of articles that define the roles and expectations of what your board of directors roles are for – the duties and responsibilities that each position entails. This is Part 1 in this series which answers the question “what does a President of the Board do?” It is worthy to note that a corporation has two Presidents – one serves on the board of directors, the other in the President of the corporation. Unless specifically designated, the term President in this article refers to the President of the Board of Directors.

General Responsibilities

The President of the Board of Directors is responsible for ensuring that the Board of Directors and its members:

1. are aware of, and fulfill their governance responsibilities via development and enforcement of duties and responsibilities for all board member roles;
2. comply with all applicable laws that pertain to the corporation, and bylaws as applicable to each board member position and the corporation;
3. conduct all board business effectively and efficiently in accord with the duties and responsibilities of each position; and
4. are accountable for their performance.

In order to fulfill these responsibilities subject to the organization’s By-laws, the President presides over meetings, proposes policies and practices, sits on committees as needed and/or requested; monitors the performance of Directors and Officers; submits reports to the board for peer review, comment, vote and adoption if in resolution format; attends to the needs and inquiries of funders/investors/principles, and to other stakeholders; proposes the creation of committees; appoints members to aforementioned committees; and performs other duties as the need arises in the governance of the corporation and/or as defined in the adopted and approved By-laws.

Accountability

The President is accountable to the Board of Directors or Members as specified in the By-laws. The President may delegate specific duties to the President of the corporation, Board members and/or committees as appropriate; however, the accountability for them remains with the President.

Specific Duties

Meetings

It is the President’s duty to ensure that an agenda is planned for board meetings. This may involve periodic meetings with committee chairpersons and the President of the corporation to draft annual and meeting agendas and reporting schedules.

The President presides over meetings of the Board of Directors. In this capacity, the President:

• Chairs meetings according to accepted rules of order for the purposes of
  • encouraging all members to participate in discussion;
  • arriving at decisions in an orderly, fiscally responsible, timely and democratic manner;
• Votes as prescribed in the bylaws. In boards that operate with and executive committee, the President performs the above duties for the executive committee.

Board Committees

The President serves as an ex-officio member of board committees specified in the bylaws. In this capacity, the President’s role is

• To serve as a voting member of the committee (if specified in the bylaws);
• To negotiate reporting schedules; and
• To identify problems and assist the committee chairperson to resolve them, and if necessary, to bring them to the attention of the Board of Directors.

Board-Staff Relations

The President is the primary liaison between the Board and the President of the corporation. In this capacity, the President of the Board:

• Meets regularly with the President of the corporation with additional meetings to be held as need arises;
• Ensures that periodic performance reviews of the President of the corporation are conducted; and
• Participates in the hiring and evaluation of the President of the corporation.

Community Relations

The President ensures that the organization maintains positive and productive relationships with media, funders, donors, and other organizations. In this capacity, the President serves as primary spokesperson for the organization. Duties may include:

• Representing the organization to the media;
• Representing the organization to governmental or nongovernmental organizations and committees; and
• Timely and appropriate reporting of Board decisions and actions to members and/or funders and/or donors.

Signing Officer

The President is designated by the Board of Directors and/or bylaws as one of the signing officers for many documents that control the flow of ordinary business of the corporation. In this capacity, the President may be authorized or required to sign checks, correspondence, applications, reports, contracts or other documents on behalf of organization. There is often a counter-signature requirement for various corporate instruments in addition to the Presidents signature, as identified in the By-laws.

Board Development

The President ensures that structures and procedures are in place for effective recruitment, training, and evaluation of board members.

Fund Raising

The President ensures that structures and procedures are in place for securing the resources required by the organization. Depending upon the organization, this may require the President to play a leadership role in fundraising campaigns through personal contributions of services and money.

Delegation

Depending upon the organization’s needs and its bylaws, the President may establish or propose the establishment of committees of the Board, and may assign tasks and delegate responsibilities to board committees and/or directors.