Chairperson
It’s up to your corporation to decide how long a director should be the chair for. This might be a certain number of meetings.
Having a longer-standing chair can help with structure and consistency and provide support to the chief executive officer (CEO) and others. The process to appoint a longstanding chair, and what they can and can’t do as chair, should go into your rule book.
When people talk about ‘a corporation’s chairperson’ or ‘the chair of the board’, they usually mean someone who is a chair for more than a single meeting.
Duties of the chair
The CATSI Act does not define the role of a chairperson. It does say the chairperson has responsibilities to do with controlling and facilitating corporation meetings.
Many corporations choose to have a chairperson to perform other functions that are specific to the organisation.
Other duties of the chair will be decided by the corporation and its members, but could include:
- recruiting new directors and introducing them to policies and processes
- helping to devise and implement a board succession plan
- supporting the CEO and senior team
- representing the organisation as its figurehead, such as in front of the media.
Powers
The chair has more responsibility, but not more power, than any other director of the corporation. They lead the board, but they have the same voice and the same vote as every other director.
The chair can’t make decisions outside board meetings unless the corporation has said they can. Their job is to talk and to listen and to bring issues back to the board for decisions.
Some corporations choose to give their chairperson the power to call meetings or to have the casting vote. This is OK if these powers are written down in the corporation’s rule book or delegated by the other directors.
Delegated powers
When directors give permission to another person to do a task or activity, this is called a delegated power. Your rule book will say which powers the directors can delegate.
Delegations need to be written down as part of the minutes of the meeting where the directors agreed to it.
What the chair doesn’t do
A chair is a non-executive role – they’re not:
- part of the management team
- part of the day-to-day work of the corporation.
Choosing a chair
Before choosing the chair, look at what qualities the board wants in a chair. Then see who has those skills and would be a good fit.
A good chair:
- engages well with everyone
- has good listening skills with the ability to bring ideas together
- creates a safe space
- is able to get the best from everybody.
A chair will spend roughly twice as much time on corporation business as any other director. It’s important to appoint someone who has the time to commit to the role.
Corporations that appoint a longer-standing chair can appoint someone at any time, unless the rule book says differently. The most common time is at the first directors’ meeting after an annual general meeting (AGM).
Chairs in rule books
When thinking about adding the role of the chair to the rule book, these are some of the things to consider:
- Are there any rules about who can be the chair? Is there an age requirement? Do they have to be Aboriginal or Torres Strait Islander? Must they be a corporation member?
- How will the chair be decided on? Will the board decide who is to be chair, or will members have a vote?
- Are there any limits on how long someone can be the chair?
- Are there any specific things the chair needs to do?
- Are there any specific things the chair can’t do?
- What will happen if people are unhappy with the chair? Can the chair be removed by the directors?
- How will the chair be replaced if they resign or are removed?
If the chair resigns
The chair must resign from the board in writing to the board. If they are only resigning as chair but will stay on the board as a director, they must follow the process in the rule book.
The process for replacing the chair should be set out in a corporation’s rule book.
Who can’t be a chair of the board
A person can’t be a chair if they are:
- not a director of the corporation
- the CEO, even if they are a director.
The corporation must set any other restrictions on who can or can’t be the chair and write this in the rule book.