Judith Rich and Lynn Cadman agree that any transition should be handled with care
JR: As with retirement more generally, the issue of how long a board's chair should remain in post can be contentious and might lead to continual discussion. Sometimes the situation can arise because the charity has no governance guidance that sets terms of office for its trustees, or the chair overstays the term, perhaps for good reasons. Maybe a founder chair simply does not wish to release the reins, or is not asked to. Each of these situations can affect the development of the charity concerned, especially when the term of office has been lengthy.
LC: You have highlighted two of the most prominent issues with this question: weaknesses in governance, which mean that terms are either not in place or not followed, and the age-old problem of 'founder's syndrome'. The fundamental point here, I think, is that terms of office are very important and that changes in the trustee board should be staggered so that knowledge and expertise are not lost.
JR: I couldn't agree more. A clear set of terms of office for all trustees gives protection to those trustees, because they know the parameters of their roles - but it also gives protection to the chair. If clear conditions are not in place already, it is a matter of urgency that these are drawn up - not forgetting to consult the chief executive - and that the resulting terms are both accepted and agreed by the entire board.
LC: That's right. If the trustees are not all on board with the terms and job descriptions, that can be an early indicator of problems. And it is right to mention the chief executive's input in relation to the chair. The two work very closely together, so it's important that they each have an understanding of the boundaries between their roles.
JR: Moving on to the question of the founder chairs, these are amazing people who have had the vision and strength needed to set up a new charitable organisation. It is always sad when it's time for a change of chair. It can be hard to explain the necessity for change, which in many cases can arise from an organisation's success and the practical and financial implications this can bring, perhaps even with such simple things as modernisation.
LC: I think the dilemma with the founder chair is that, very often, the passion for the cause that has led to the charity's success is what can lead to governance problems when it's time to progress.
One solution is to find a way for the founder's commitment to be harnessed in a new way - they could become an ambassador or a patron, for example. Involving the chair in succession planning can be helpful and can help them to hand over the reins more easily. If all else fails, using the maximum terms of office is an option, but one to be avoided if at all possible so that the transition can be harmonious.
JR: Such a transition would be ideal for everyone involved. Other ways to initiate it might be for the board to propose an overall governance review or a less formal discussion with an outside adviser. The continuing involvement of the founder throughout the process is vital, if at all possible, so that they are comfortable overall with the proposed change and the wider influence that they have brought to the cause is not lost.
LC: Absolutely. The overarching duty of the trustees is to act in the best interests of the charity. At times there might be different views about what this looks like in practice, but it is very important to ensure that the charity's reputation - which is, after all, a vital asset - is not harmed by an acrimonious split between the trustees. Of course, no charity should be run by a lone ranger, and trustees have collective responsibilities. Ensuring that all the trustees are involved and engaged can help to prevent problems that might arise in relation to a chair serving for too long.
Where there is a clear and shared vision and direction for the charity, there is more likely to be unity among the members of the board. In that situation, if the chair hasn't recognised that it's time to move on, the trustees are more likely to be able to have the necessary tactful conversation, without causing offence.
Judith Rich is a governance expert, fundraising consultant and founding member of the Institute of Fundraising, while Lynn Cadman is a governance consultant at Professional Governance Services