Board Chair Best Practices #3: Pick Up the Check!

By John Pearson

This month I began a blog series on board chair best practices. Click here to read Board Chair Best Practice #1 and Best Practice #2.

Here’s Board Chair Best Practice #3:

#3. Clarify Fuzzy Roles With a Prime Responsibility Chart

This week, a colleague shared a comment he heard from a board chair of an outstanding national ministry. When asked what the board chair’s job description entailed, this person joked:

“I can’t remember all my duties—but certainly one of them
is to pick up the check every time I have lunch with our CEO!”

click here to download). Leveraging this one-page template has been a critical best practice in my board toolkit for over 30 years.

A board member, Bill Benke, introduced it to me when he served on the board at Camp Sambica in Bellevue, Wash. Benke used a version of this chart when he was a strategic business analysis executive with The Boeing Company. The chart is simple and straightforward and can (and often should) be revised at any board meeting—based on policy decisions, cash flow, economic environment, and experience level of the CEO and senior team.

Most boards assign decision-making functions to various individuals and/or committees, including:
• Board of Directors (example: hire and fire the CEO)
• Executive Committee (minor decisions between board meetings)
• Board Chair (appoint committees)
• Board Treasurer (create finance committee agendas)
• Finance Committee (recommend an auditor)
• CEO (hire and fire direct reports, etc.)

The most important principle: only one person (or committee, etc.) has “Prime Responsibility” for a task or responsibility. Download the template to see how levels of responsibility can be assigned—based on board policy—using just three designations:
• P = Prime Responsibility
• A = Assistant Responsibility
• AP = Approval Required

One board chair best practice is to ensure that roles and responsibilities are crystal clear between the board and the CEO, and between the board and its committees. This chart will help you eliminate all fuzzy roles!

Why is this so important?

Proverbs 24:10 (The Message) reads, “If you fall to pieces in a crisis, there wasn’t much to you in the first place.” Don’t wait for the crisis (board/CEO conflict over fuzzy policy) to clarify board roles. As board chair, make clarity one of your top priorities—and eliminate conflict and friction before it happens.

POP QUIZ: At your next meeting, give the board a pop quiz with three questions on roles and responsibilities—and see if you have appropriate clarity.


This article was originally posted on the “Governance of Christ-Centered Organizations” blog, hosted by ECFA.
John Pearson, a board governance consultant and author, was ECFA’s governance blogger from 2011 to 2020.
© 2021, ECFA and John Pearson. All rights reserved.

This text is provided with the understanding that ECFA is not rendering legal, accounting, or other professional advice or service. Professional advice on specific issues should be sought from an accountant, lawyer, or other professional.