Introduction

Assuming the role of board chair for the first time is a significant leadership milestone. It not only carries the prestige of presiding over the boardroom but also the responsibility of guiding governance processes, facilitating strategic discussions, and enabling the organization to fulfill its mission. An effective board chair brings a blend of strategic vision, strong interpersonal skills, and disciplined governance to ensure the board remains focused, engaged, and aligned with organizational priorities.

This white paper outlines key principles and actionable strategies that can help first-time board chairs lead with confidence and competence from day one.

1. Understand the Role and Embrace It

An effective chair begins by internalizing the scope and limits of the role.

Gain Clarity on Governance Responsibilities: Immerse yourself in foundational documents such as the organization’s bylaws, board policies, and committee charters. Understanding where the board’s authority begins and ends is critical, especially in delineating responsibilities from management. Familiarize yourself with key parliamentary procedures (such as Robert’s Rules of Order) to manage meetings effectively and equitably.
Commit to the Time and Energy Required: This role involves more than chairing meetings. It demands ongoing preparation, follow-through on board commitments, interpersonal engagement with board members and the CEO, and active participation in organizational initiatives. Establish boundaries early and ensure you have the bandwidth to serve effectively.

2. Build and Nurture Relationships

Successful board leadership hinges on trusted relationships and open communication.

Cultivate a Strategic Partnership With the CEO: The chair-CEO dynamic is foundational. Hold regular check-ins to align on key issues, upcoming decisions, and organizational concerns. The board chair acts as both a thought partner and a governance steward, supporting the CEO while holding them accountable to mission, strategy, and performance goals.
Engage Deeply with Fellow Board Members: Prioritize building rapport with each director. Set aside time for one-on-one dialogues to better understand individual contributions, motivations, and concerns. Intentionally fostering inclusion and psychological safety can lead to higher engagement and more authentic participation in board discussions.

3. Lead With Presence and Integrity

The board chair’s behavior models the standards expected across the board.

Set the Cultural Tone: Demonstrate professionalism, punctuality, and thorough preparation. Approach each discussion with a spirit of inquiry and respect. Inspire a culture where ethical governance and productive dissent are welcomed and valued.

Lead Authentically: Bring your full, professional self to the role. Leverage your strengths and communicate transparently. At the same time, acknowledge where you are still learning, seeking input from experienced directors or external governance advisors when appropriate.

4. Facilitate Effective Meetings

Without effective meeting leadership, the board’s contributions can become disjointed or diluted.

Ensure Meetings Are Well-Structured: Collaborate with the CEO and corporate secretary (or governance staff) to craft a clear, focused agenda. Assign realistic timeframes to each item and flag which are for information, discussion, or decision. Share pre-read materials well in advance to empower proactive engagement.
Balance Participation: Promote equal airtime across voices, being mindful of power dynamics or over-speaking. Encourage constructive questioning and redirect unproductive tangents with diplomacy. Active facilitation, not passive chairing, is critical to achieving meaningful outcomes.
Adopt Process Tools as Needed: Employ facilitation techniques such as summarizing key points (“Let me recap what I’m hearing”), clarifying decision-making processes, or using visual agendas or dashboards to support real-time progress-tracking.

5. Champion Board Development

A strong board chair invests consciously in the development and composition of the board itself.

Lead Intentional Onboarding: No new director should feel unprepared. Ensure that onboarding includes not only organizational knowledge, but also board culture, governance frameworks, and expectations for engagement.
Support Continuous Learning: Include governance education on the board calendar, whether through guest speakers, peer learning sessions, or updates on hot governance topics (e.g., ESG, cybersecurity, risk oversight). Consider a board retreat to facilitate deeper reflection and interaction.
Drive Succession Readiness: Begin developing future chairs and committee leaders early by assigning stretch roles and facilitating mentorship. A savvy board chair keeps an eye not just on today’s leadership, but on the capability pipeline for tomorrow.

6. Prioritize Governance Over Management

Navigating the governance-management boundary is a key challenge for many new board chairs.

Keep Board Discussions at the Strategic Altitude: Help your board avoid diving into operational minutiae. Instead, guide conversations toward strategic direction, monitoring outcomes, risk management, financial oversight, and alignment to the organizational mission.
Leverage Committees Appropriately: Well-structured and empowered board committees are vital. Ensure chairs are equipped and accountable, and that committees operate efficiently, freeing up full board meeting time for generative and strategic discussions.

7. Practice Self-Reflection and Solicit Feedback

Strong board leaders practice iterative improvement and model humility.

Encourage Honest Feedback: Make it safe for fellow board members, and the CEO, to offer candid perspectives. Consider instituting brief “meeting feedback” at the end of each gathering, asking directors to reflect on what worked well and what could improve.
Engage in Self-Review: After major meetings and milestones, set aside time for personal reflection. What role did you play in group successes or tensions? Where might you adjust your style or approach?
Facilitate Board Evaluations: Regular (Annual or biennial) governance evaluations allow for structured dialogue on performance and opportunities. Model a culture of improvement by acting on findings and closing the loop on recommendations.

8. Communicate Vision and Big-Picture Thinking

The board chair plays a crucial role in anchoring the board’s attention on what matters most.

Frame Conversations with Strategic Intent: Offer context to discussions by linking agenda items back to strategy, mission, and long-term objectives. Reinforce key priorities and outcomes the board committed to achieving.
Prevent Strategic Drift: Help the board remain disciplined in its focus. Bring attention back to core objectives when discussions veer or lose strategic relevance. Tools such as strategic dashboards or board calendars can support this consistency.

9. Stay Composed in Challenge

Inevitably, conflict, uncertainty, or crisis will arise. The chair must serve as a stabilizing force.

Operate From Collective Authority: As chair, you are a leader among equals, not a decision-maker in isolation. In high-stakes issues, resist unilateralism and encourage full-board engagement.
Exhibit Executive Poise: Remain calm, composed, and impartial in challenging situations. Your emotional intelligence significantly shapes how others respond. Use difficult moments as opportunities to reinforce collaboration, transparency, and board unity.

Conclusion

The first-time board chair who leads with clarity, authenticity, and strategic vision can set a powerful tone for board excellence. By fostering strong relationships, upholding governance discipline, and enabling a high-performing board culture, you create the conditions not only for effective meetings, but for organizational impact that endures beyond your term.

Leadership at the board level is a continuous learning journey. Embrace it with purpose, humility, and a relentless focus on mission-aligned results.

About the Author

A governance consultant and leadership expert, Jim Schraith helps organizations enhance boardroom effectiveness through training, strategy, and technology integration. Jim is a veteran of over 30 public, private and non-profit boards. He is the founder and President of BoardEvals, LLC.

Introduction

Boards of directors play a critical role in the governance, strategic direction, and oversight of organizations. A high-functioning board can significantly enhance organizational performance, while underperformance by even a single board member can erode board effectiveness, reduce trust, and compromise the board’s ability to fulfill its fiduciary duties. Addressing underperformance in a timely and constructive manner is not only necessary for board integrity—it is essential for the organization’s success.

This white paper outlines a structured and respectful approach to dealing with a non-performing board member, balancing accountability with professionalism.

Identifying Underperformance

Board underperformance can take many forms, including:

Chronic absenteeism or lack of engagement in meetings
Unpreparedness or lack of contribution to discussions
Disruptive behavior or poor collaboration with fellow directors
Conflict of interest or failure to uphold fiduciary duties
Resistance to organizational strategy or change without constructive input

It is crucial to differentiate between a temporary dip in performance due to external factors (e.g., illness, personal crises) and sustained, systemic underperformance. The latter requires intervention.

Step 1: Establish Clear Expectations and Metrics

Many performance issues stem from a lack of clarity. Boards should proactively define what constitutes effective board service, including:

Minimum attendance and preparation requirements
Expected contributions in meetings and committees
Ethical standards and fiduciary responsibilities
Commitment to strategic objectives and board unity

These expectations should be documented in board charters, bylaws, or board member agreements. Periodic board self-assessments and peer reviews should be conducted to help identify issues early and encourage accountability.

Step 2: Conduct a Confidential Evaluation

Before addressing a board member directly, board leadership (typically the Board Chair or Governance Committee Chair) should evaluate the extent of the underperformance. This may involve:

Reviewing attendance and participation records
Gathering feedback from other board members confidentially
Comparing the member’s engagement with established benchmarks

This evaluation helps ensure the issue is based on observable facts rather than personal bias or conflict.

Step 3: Engage in a Constructive Conversation

Once the board has gathered sufficient evidence, the Chair or Governance Committee Chair should meet privately with the underperforming member. This conversation should:

Be respectful, confidential, and focused on improvement
Share observations clearly and factually (e.g., “We’ve noticed that you’ve missed 4 of the last 6 meetings”)
Ask open-ended questions to understand any underlying causes
Reiterate the expectations of board service
Explore ways the board member might re-engage or improve

This step is critical in giving the board member a chance to self-correct while preserving dignity and relationships.

Step 4: Offer Support and a Path Forward

If the member is open to improvement, the board may offer:

Additional mentorship or orientation
Reassignment to a more suitable committee
Temporary leave of absence if personal issues are at play

Setting a follow-up timeline to reassess progress is also recommended. This provides accountability while giving the board member an opportunity to demonstrate renewed commitment.

Step 5: Take Formal Action If Necessary

If the board member is unresponsive or unwilling to improve, more formal steps may be needed:

A written warning from the Chair or Governance Committee
A recommendation for resignation, which allows a graceful exit
If the board member refuses to resign, removal may be pursued, provided bylaws and state laws permit it

While removal is rare and typically a last resort, boards must not shy away from taking action if the integrity and effectiveness of the board are at stake.

Conclusion

Dealing with a non-performing board member is a sensitive but necessary aspect of board governance. A thoughtful, fair, and transparent process ensures the board remains high-functioning, cohesive, and aligned with its fiduciary responsibilities. By setting clear expectations, communicating openly, and following through with appropriate action, boards can address underperformance in a manner that preserves the board’s culture and promotes long-term effectiveness.

Recommendations for Best Practices

Conduct annual board assessments, including peer evaluations
Ensure all board members sign a role description upon appointment
Build a strong board culture where performance expectations are normalized
Create a standing Governance or Nominations Committee to manage board composition and performance

These proactive measures reduce the likelihood of underperformance and strengthen the board’s ability to manage issues when they arise.

About the Author

Strategic Guidance for First-Time Board Chairs

Addressing Underperformance in the Boardroom: A Practical Guide for Boards