“How should we select the next board chair?” It’s a question trustees (and presidents) ask with surprising frequency. One might think that colleges and universities, most of which are 50 to 350 years old, would have codified the process by now. Yet, in many boardrooms the procedure remains improvisational, variable, and even mysterious. Alternatively, trustees might consider the template outlined below which numerous boards have adopted or adapted. Three design principles guide a six-step procedure.
Principles
1. Institutionalized. The process should be systematic, stipulated, and consistent, not reinvented with every transition.
2. Transparent. The process should be communicated to every board member and should be publicly available. There is no need for secrecy about the procedure; opaqueness breeds misinformation and cynicism.
3. Inclusive. The process should enable all trustees to offer comments and suggestions.
Procedure
1. Identify a working group to oversee the process. Typically, this would be an established entity such as the governance committee rather than an ad hoc group. The board chair and the college president should be consulted as the process unfolds. However, neither should be a member of the working group.
2. Develop and circulate to board members a job description for the chair. Few, if any, boards would launch a presidential search without a job description, but many lack a comparable document for the board chair, as if the dimensions and duties of the position were whatever the incumbent determines. The document should delineate (a) the chair’s formal and informal roles and responsibilities and (b) the board’s expectations of the chair. Normally, the specifications will not change much from one chair to the next. (See box below for sample language.)
Sample Position Description for a Board Chair
The chair serves as the leader of the board and as an exemplar of exceptional trusteeship. The chair inspires and galvanizes the board, articulates short- and long-term goals for the board, cultivates future board leadership, and manages the work of the board.
The principal responsibilities are to (a) facilitate efficient and effective operation of the board; (b) partner with the president as colleague, counselor, confidant, and critic; (c) serve as the principal spokesperson for the board; (c) work in concert with the president to enact the college’s vision, mission, and strategy; and (d) conduct and convey the president’s annual evaluation and promote still better performance.
Along with the president, the chair ensures that the board focuses on the right issues at the right time, at the right level, and to the right degree. The chair leads efforts to develop board and committee agendas and meetings that are tightly linked to the college’s strategic priorities.
When the board meets, the chair presides. In that role, the chair facilitates broad participation; encourages candid, robust discussion; and fosters alternative perspectives. The chair strives to ensure that trustees concentrate on strategy, policy, and values rather than operational details. When the conversation strays, the chair must return the deliberations to core considerations. The chair should summarize the discussion, identify important implications, seek consensus, and clarify confusion or conflict. Throughout the course of the board’s work, the chair, more than anyone else, must ask, “How are we adding value? How can we be more helpful?”
The chair bears significant responsibility for the board’s performance and comportment. Toward that end, the chair ensures that (a) new trustees are oriented to the board’s norms and expectations; (b) the board periodically evaluates its own performance and responds accordingly to the results; and (c) inclusiveness with regard to the board’s membership, leadership, and deliberations is facilitated.
The chair serves ex officio on all committees and appoints committee chairs in consultation with the governance committee.
3. Develop and circulate a bulleted description of the college’s current context. Presidential search committees usually craft a “prospectus” or a “narrative” to describe the state of the college to prospective candidates and constituents on and off campus.
While internal to the board, a “prospectus” drafted by the governance committee should succinctly identify (a) the paramount issues, questions, and decisions likely to dominate the board’s agenda for the foreseeable future and (b) any particular challenges and priorities for the chair (e.g., partnering with a new or an entrenched president; a capital campaign; board dynamics and culture; relationships with the larger campus community).
The last three steps should be activated when the incumbent chair’s term cannot be extended as a matter of bylaws or custom, the incumbent chair declines to seek reappointment, or the governance committee concludes that circumstances warrant a change in leadership or at least consideration of a change of leadership.
4. Solicit suggestions from trustees. With the description of the chair’s role and the institution’s context as a backdrop, all trustees should be invited to suggest to the governance committee (a) the most essential attributes and skills the next chair should possess and (b) the names of individuals with these traits and competencies. If a board explicitly appoints a vice chair as chair-elect, then this step of the process would be aimed at the selection of the next vice chair.
5. Identify prospects. Based on responses from trustees, the governance committee should discuss each prospect’s fit with the position description and organizational con- text (i.e., the right person at the right time). If one or more members of the governance committee emerge as viable candidates, then these individuals should be recused. After conversations with the incumbent chair and the president, the governance committee should determine whom to approach first, and the committee chair should then do so. The discussion should address the demands of the position, the board’s expectations of the chair, and the reasons the committee believes this person would be an excellent choice. If the individual declines, the second most attractive candidate would be approached with no disclosure that a fellow trustee was previously considered. When someone accepts the nomination, the governance committee should bring the person’s name forward for board approval with an explanation for the recommendation.
6. Plan a transition. The chair-designate should participate in nearly every in-person or virtual meeting between the president and the chair until the change in leadership occurs. Ideally, the interregnum would be about three to six months. During this period, the chair-elect should be encouraged to confer one-on-one with each trustee to ask, among other questions: “What do we want to accomplish as a board over the next year or two? What can I do to strengthen the board’s performance? What would enhance your experience as a board member?” The chair-designate should also ask the president and chair, “What works well and what could work better in the partnership between the chair and the president?”
Trustees often emphasize the importance of leadership succession plans within the executive ranks. Since the most effective boards exemplify the very practices trustees want the college to exhibit, boards would be wise to position the transition between board chairs as the epitome of a thoughtful and orderly process.
Richard Chait is professor emeritus of higher education at Harvard Graduate School of Education and a long-time consultant to college and university boards of trustees
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