Governance Hub

Fact Sheets for Vice

Chairs

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 Fact sheet - part one: Defining the role of the Vice Chair

This factsheet in intended for those considering recruiting to or creating

the post of Vice Chair on their governing body.

Context

“Charity trustees are the people who serve on the governing body of a charity.
(Whether known as) trustees, directors, board members, governors or committee
members, the principles and main duties are the same.”
- The Charity Commission CC3.

There are various names or designations used by organisations to describe their

governing body, for example Management Committee and Trustee Board; this
document uses the term “Board” to encompass all constituted trustee bodies.

Effective leadership of boards is critical in order to ensure that they fulfill their
legal responsibilities and duties - that is directing the affairs of a charity, ensuring
it is solvent, well-run, and delivers the charitable outcomes to the people for
whom it was set up. Some organisations choose to allocate key leadership
responsibilities to two people: a chair and a vice-chair. .

Why have a Vice Chair?

There a number of reasons that the trustees - and the Chair in particular – may
want to create this role. For example:
• There is a need for a lead spokesperson for the Board and the chair is
often unavailable
• The Chair travels a great deal and has commitments that mean /she
cannot be available between board meetings
• There is too much governance work for the Chair
• The Board needs a governance lead person on key areas of the
organisations policy or services
• The Board has decided to split the governance responsibility for external
representation (supporters, funders, the press etc) and internal
representation (Board committees, staff etc)
You are not required to have a vice chair and it is perfectly acceptable for your
Board to decide not to have one.

So what is the role of the Vice Chair?

The Vice Chair is a trustee and has the same legal responsibilities as other
trustees; the additional roles assigned to the vice chair vary from organisation to
organisation. The best way to define the role in your organisation is to be clear
about why you want to have a vice chair on your Board. Asking the question in
the context of what the chary is trying to achieve will encourage all the trustees to

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articulate what they want this role and person to do. Their responses should give
you the essential elements for building a role description.

Your Board may want to have this degree of formality or something less
structured, for example, just a short list of extra tasks. In either case, resist the
temptation to move too quickly to an outcome; make sure you all think about the
long term – how this role and process will work over the next three to five years.
Below are some questions about the process that your trustees can use to
explore the issue

Thinking about the role of Vice Chair (VC)

Explore:
• How will the leadership role of the Board be shared by the Chair and VC?
• What special skills do we need to have represented by the Vice Chair?
Will that change when the current Chair steps down?
• Should the Chair select their own VC? Should the Board or the wider
membership elect the VC?
• Do we want to elect/select the VC from existing trustees or have someone
from outside the Board?
• Do we want to use the VC role as part of our succession planning for the
post of Chair? (In either case, have we made this clear)
• Should the VC step down when the Chair goes?
• How do we expect the Chief executive/director to relate to these two lead
governance roles?
• Will the supervision of the chief executive be managed by the Chair, VC or
both? How will this work?
• Given all the above, what induction is needed for the Vice chair?

Where do we start?

Start by checking that you have a clear role definition for the Chair – one that
works and is appropriate to your organisation. Make time to have a discussion
with the Board members, using the questions above as a resource.

If you decide you want to establish or update the role of Vice Chair of your Board,
start by refreshing the role description of your Chair. Use existing model role
descriptions for Chairs (the Institute of Chartered Secretaries Administrators
(ICSA), acevo and NCVO all offer one) and explore which you want to attribute to
the Chair and Vice Chair. Using these lists you will be in a position to build two
complementary role descriptions.

Further resources

The Essential Trustee: What you need to know, CC3 Charity Commission

The Institute of Chartered Secretaries Administrators (ICSA)

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BoardSource (USA), free Management Library: www.managementhelp.org/boards

NCVO – www.ncvo-vol.org (Chairs model job description etc)

Good Governance the Chairs Role – NCVO publication has much good advice
and guidance for Chairs which can used to disaggregate what might be allocated
to a Vice Chair

Leading the organisation – the relationship between the chair and chief
executive; acevo publication. This has a useful section analysing the role of the
Chair (pages 12/13) which is applicable to the Vice Chair’s role.

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Fact sheet - part two: The relationship of the Vice Chair and Chair -

This fact sheet is intended for those considering recruiting to or creating

the post of Vice Chair on their governing body.

Context

There are various names or designations used by organisations to describe their

governing body, for example Management Committee and Trustee Board; this
document uses the term “Board” to encompass all constituted trustee bodies.
Similarly, the most senior person on the paid staff may be called chief executive,
the secretary, director or manager; we use the term chief executive to mean all of
these.

Introduction
The trustees all carry equal responsibility for working effectively and within the
legal framework, but the Chair and Vice Chair have an added role in managing
the working and social relationships a) among all the trustees on their Board and
b) between the board and the Chief Executive. Effective leadership of boards is
critical in order to ensure that they fulfill their legal responsibilities and duties -
that is directing the affairs of a charity, ensuring it is solvent, well-run, and
delivers the charitable outcomes to the people for whom it was set up. Making
the working relationship of the honorary leaders effective and productive is
therefore particularly important; this fact sheet offers some areas for
consideration by boards, their Chairs and Vice Chairs (i.e. the lead honorary
officers).

What Helps?

Clarity about areas of responsibility

Make sure the Board has agreed in principle who-will-lead-on-what. It is not

enough to fall back on ‘whoever is available’, as this may lead to confusion when
other trustees or senior staff need a decision or authorisation.

Take the time to set up a manageable process for your two lead honorary officers
to brief each other and share or log decisions taken between Board meetings. In
that way you are less likely to be giving contradictory messages.

Create effective communications between Chair & Vice Chair

People who lead boards are sometimes asked to represent the organisation or to
speak for it (for example, at a conference, to a funder, or to the media).Consider
therefore how your Chair and Vice Chair will keep each other abreast of what
they hear, attend and decide. Some people will want to use e-mail, others may
find it more effective to speak on the ‘phone or meet regularly. Whatever the

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medium, the important thing – for the benefit of organisational and your Board
effectiveness - is to commit to keeping in touch and up to date.

Be accountable to the Board

The legal framework of your Board means that the trustees are all equally
responsible for the actions of the organisation and for the governance process.

Although the lead honorary officers may have been elected, they act on behalf of
all. It is therefore critically important that the Chair and Vice Chair work out how
they will be accountable to the Board, and act with the consent and agreement of
the trustee body as a whole. It also helps to discuss and agree how reports will
be made to the Board and what can only decided by a quorate Board (rather than
by the two lead honorary officers).

Once you have decided on the above, make sure the decision is recorded in your
Board minutes, so that it can be referred to as needed. Also check that the Chief
Executive and other key staff (who might need to contact you) kept up to date as
needed.

Prepare for Meetings Together

It inspires confidence if the two Board leaders are seen to be working in tandem
and in harmony. So try and ensure that you prepare for Board and committee
meetings together – whether or not you are both going to attend.

Refer to your ‘other half’ when you present a view or proposal to trustees or staff,
talking of “we” rather than “I”. Also be prepared to say that you want to refer to
the other before giving a decision, and recognise when they are better placed to
deal with the matter in hand (because of greater expertise or experience).

Deal with Conflict

Conflict between trustees can be very hard to manage and damaging to Board
effectiveness. There have been many occasions on boards where bad feeling,
resentments and ill-will between trustees has impaired the governance process
and the proper working of an organisation.

Encourage the honorary leaders to draft a simple but clear process addressing
how the Board will manage such potential conflicts. Your trustees should feel
able to commit to it formally and record it as an agreed policy. In this way you
will have crafted a tool which will make difficult times more manageable!

Acknowledge Trustees’ Contributions

The trustees will tacitly look to the Chair and Vice Chair for acknowledgement or
confirmation that their work is useful. The aim should be to create a welcome for

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Board members and for the lead honorary officers to recognise generously (and
sincerely) trustees’ commitment and their value.

Where this is done well, it generates goodwill and acts as an important

counterpoint to any criticisms or disciplinary action that the Chair and Vice Chair
sometimes have to take.

Further resources

Lost in translation Complete guide to Chair/CE partnership - NCVO publication