Does the Board President Get Veto Power?

One of the things I’ve noticed in my years as the lawyer for nonprofits is the confusion people have about the board chair or board president role. Sometimes clients come in dealing with some sort of board crisis and sometimes that crisis is interpersonal conflict between board members. You might be surprised to know that sometimes the board President or Chair is the root of the problem.

Usually when this happens it’s because somewhere along the way the nonprofit board got confused about the President’s role. Maybe the President started acting like the boss of the group (or the board allowed them to behave this way unchecked – very common when the group isn’t great at direct communication).

So What is the Job of the Board President?

The President or Chair role doesn’t have any special power or additional authority or veto power – sorry founders, I know sometimes this feels appealing.

The President or Chair is there to facilitate and help lead meetings, but other than the extra duty to keep meetings on track, they are just another board member. Their vote doesn’t count extra and they should have no additional powers compared to other nonprofit board members.

Harvard Business Review put out a great article about how to be a good chair. And although it focuses on for profits the advice applies here too. Check it out:

“To be effective, chairs must recognize that they are not commanders but facilitators. Their role is to create the conditions under which the directors can have productive group discussions. Good chairs recognize that they are not first among equals. They are just the people responsible for making everyone on their boards a good director.”


Related Post: What Does it Mean to Be a Nonprofit Board Member?

Have you seen a board Chair run amok? Send me your tales of nonprofit woe on Twitter or Facebook!


Birken Law Office – Law firm serving nonprofits organizations, and foundations – Birken Law

Birken Law Office – Law firm serving nonprofits organizations, and foundations – Birken Law

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