Nonchairpersons

Nonchairpersons are individuals who serve on a governing body but do not hold the office of chair. The term is not standardized and usage varies by organization; common examples include ordinary directors, board members, or committee members who participate in governance without leading the body. In some contexts, nonchairpersons may be described as non-executive directors or simply as members of a committee or board.

The roles of nonchairpersons include attending meetings, reviewing reports, and voting on proposals. They contribute to strategic oversight, risk management, and policy development, and often serve on specific committees (such as audit, remuneration, or governance) led by committee chairs. While they share fiduciary responsibilities with other board members, they typically do not set the agenda or represent the organization publicly in the way the chair does.

Relationship to the chair: The chair leads meetings, sets agendas, and represents the body externally. Nonchairpersons support these efforts by providing expertise, raising concerns, and helping to advance decisions. In some situations, a nonchairperson may temporarily assume the chair’s duties as acting or interim chair if the chair is unavailable, though this is more commonly handled by a designated vice-chair or through a chair succession plan.

Governance considerations: All board members, including nonchairpersons, generally owe fiduciary duties and must avoid conflicts of interest. Voting rights and eligibility for leadership roles can vary; some organizations use a rotating or fixed chair, or designate a vice-chair to assume duties in the chair’s absence. The exact terminology and structure depend on jurisdiction and organizational by-laws.

In practice, “nonchairperson” is often replaced by more common terms such as board member, director, or committee member.