Who speaks for a church board? Normally the answer is straightforward — the board chair. Once a church board has reached a decision by stating and approving a formal motion, the chair is empowered to communicate that decision as expressing “the mind of the board.” Other board members may as appropriate refer to such decisions in conversation (unless the board has determined that the decision should be confidential for some reason), but should not as a rule seek to speak officially for the board in such matters, unless the board has so authorized. In this limited way the chair represents the board to the congregation and other publics. However, if the board has not formulated its thinking in a formal motion, the chair has no way of knowing what “the mind of the board” may be on any particular issue, even though the board may have discussed the matter. Without a formal motion, the board has not expressed itself.
The concepts of confidentiality and transparency often create confusion around this principle. Confidentiality refers to the agreement among the board members that all matters discussed within the context of a board meeting remain the business of the board and its members and no one else, until such time as the board expressly decides. Without such commitment board members become reluctant to speak candidly to the matters on the board’s agenda. What is expressed during a formal board meeting stays there. The board’s code of conduct protects board members and congregational members from being maligned or misrepresented during a board meeting, because that code will define board members’ interactions and require that members speak truthfully, respectfully, and with integrity. One of the ways to protect confidentiality is not to name the mover and seconder of motions in board minutes. It is really irrelevant who makes a motion, if the board decides to accept it. Once the decision to accept is made, the motion becomes the board’s motion. In fact it may be that the proposer of the motion is not in favour of the concept, but makes the motion in order to bring the board to a point of decision.
Transparency refers to the manner in which the board conducts its business. Approved minutes (unless in camera) are available to the congregation as they may request, agendas are public documents, and board decisions are communicated clearly and in a timely fashion. The board adheres to bylaws and its own policies which guide its operations and decision-making processes. Conflict of interest issues are identified, recorded and appropriate action is initiated to ensure that the board is functioning with deep integrity. The board through the chair reports openly and honestly to the members at church business meetings, especially at the annual general meeting.
Confidentiality defines how the board works internally and transparency describes how the board demonstrates to the congregation and others that it is operating with integrity and following all appropriate policies. The board chair has significant responsibility to ensure that both confidentiality and transparency are working well for the board and its members.
Two other terms should be considered in this discussion. The board may decide that part or all of a meeting will be held in camera, i.e. without any non-board members present. Such sessions will not be required often, but may be necessary when the board is working with sensitive personnel or other matters and requires opportunity for candid discussion and decision-making about a matter which may have legal or other serious implications. The board minutes will record that the board has moved into an in camera session. Separate minutes will be kept of such sessions and usually the chair or board secretary will maintain those minutes separately and securely. The results of such discussions and decisions remain confidential to the board until such time as the board may determine otherwise.
The other term is “executive session.” It is helpful for the board at each meeting or every second meeting to have a few minutes where employees are not present to raise issues which may concern board members. These are not “fishing expeditions” or occasions for gossip. If the board decides that such short sessions would be useful, the chair must be careful to ensure that the key issues raised are communicated in a timely and accurate fashion to the lead pastor, so no misunderstandings arise. An executive session enables board members to ask questions and voice concerns and see whether others among the board members are similarly unclear. Sometimes our Christian politeness makes a church board member hesitate to ask a tough, but significant question in the presence of the lead pastor. In executive session that issue can be voiced and then shared with the lead pastor by the chair without the board person feeling that he or she will be misunderstood or fearing that an important relationship will be damaged.
One of the most important contexts where the chair gives “voice” to the board occurs in the annual general meeting of the congregation. The chair usually is responsible to draft a written report on behalf of the board and also to respond to questions from the membership regarding board decisions taken during the past year. Here is where the balance between transparency and confidentiality must be struck with integrity. Normally the board would review and accept the written report before it is circulated to the congregation.
In the public domain sometimes the chair will be required to speak in court or in civic contexts as official representative of the congregation and its board. In a non-profit agency the chief employee and the board chair will normally be regarded as the primary communicators for the congregation. It is important that such communications come through one or two approved people, with board members and congregational members advised to refer questions from external people (reporters, etc.) to these appointed representatives for comments about specific issues or circumstances.
Finally, the chair is the board’s voice to the lead pastor and all of the other paid staff. When the board desires to communicate officially with the lead pastor or the entire staff, the board chair will often be the one through whom the message is communicated. If the issue is minor, then probably the lead pastor can be delegated to communicate the message. However, when dealing with major issues, it is advisable for the board chair to do this face-to-face with the staff. This allows the lead pastor to participate in constructive ways in the conversation.
The board chair is the “voice” of the board. When a chair carries out this role well, he or she serves the interests of the church board and the congregation. In cases where the chair does not execute this responsibility appropriately, needless suspicion and mistrust can be generated leading to more significant internal difficulties.