Why the chair's conflicts matter more than anyone's
Every director owes duties of care and loyalty, but the chair carries something extra: the board's culture. The chair sets the agenda, runs executive sessions, manages the relationship with the chief executive and is usually the person other directors go to when they think they might have a conflict. In many boards the chair, or a governance committee the chair works closely with, decides how a disclosed conflict is handled.
That makes the chair's own conduct the template. If a chair takes vendor money near the boardroom, every director learns that the rules bend. If a chair discloses a modest outside activity before anyone asks, every director learns that disclosure is normal. For a chair, the question is not only whether an activity is permitted, but what it teaches the board.
Many chairs are former chief executives or senior operators with networks that kept growing after the operating role ended. That network is real value. The aim of this page is to help you use it without ever making the board you lead uncomfortable.
A chair's rules for referral work
Board member side income in general is covered on our page for directors and advisors. These are the additional habits a chair should adopt.
- Disclose first. Tell the full board, or the governance committee, about your Random Income activity before your first introduction, in writing, and update it annually.
- Never refer into the company you chair or its subsidiaries for compensation, even with approval. A chair's approval process is the one you lead, which is why it should not be used for your own benefit.
- Never refer to the chief executive or other executives of the company you chair in their personal capacity. The power imbalance makes any suggestion feel like an expectation.
- Recuse yourself from any board discussion of vendors that appear in the Random Income stack, and say why.
- Keep confidential board information, including strategy, transactions and executive matters, out of every introduction.
- For a non-profit chair, avoid referring to the organization, its major donors or its vendors. Private benefit concerns make that territory best avoided entirely.
The network a chair can use
Remove the company you chair and its people, and a chair's network is still unusually strong. Other chairs and lead directors you meet in governance programs. Chief executives you mentored earlier in your career. Founders who ask you to join an advisory board you decline. Former colleagues from your operating years who now run their own businesses. Search consultants and advisers who know which companies are about to go through a transition.
Those relationships rest on your judgment, which is precisely what makes a referral valuable. A chair who says a partner delivered for a company they know carries more weight than any proposal. Random Income connects the dots between brand partners, the businesses with offers, and the people who already know their buyers. The fits chairs mention most:
- Consulting with Jeff Cline: executive strategy on technology, predictive analytics and AI, for a chief executive preparing a plan that a board will actually believe.
- Fast Start and the Joint Venture tech stack build ($18,200 a month): for companies that need a product or platform built.
- Predictive Data and Quuik · Trusted GPT: who is in-market, and being cited when buyers ask AI assistants what to buy.
- The Big Idea at jeff-cline.com/idea: an application for owners to see whether they qualify for a larger technology investment.
Questions to settle with counsel and the governance committee
A short conversation with company counsel and whoever chairs your governance or nominating committee settles most of this. Keep the answers on file. Does our conflict-of-interest policy or code of conduct require disclosure of outside income such as referral commissions? Are there companies, including competitors, customers, suppliers or acquisition targets, that I should avoid entirely? For a public company, does any of this bear on independence determinations or disclosure in the proxy? Would the board like a periodic note listing my introductions? Does any other board I sit on have a policy that conflicts with this one?
This is general information, not legal advice. Every board's documents differ, and the right answer comes from counsel who has read yours.
Two hours a week between board cycles
Board work arrives in waves: meeting preparation, audit cycles, annual planning, the occasional crisis. Referral work should fit in the gaps. About two focused hours a week is enough, and meeting weeks can be skipped.
After a conversation outside the company you chair, note any problem that maps to the stack. Once a week, send one or two short introductions from a personal address with a disclosure line: you are a Random Income Strategic Partner and may be paid if they buy. Then check your back office, which shows every click, form and quote request on your referrals. Your free contacts.plus upgrade keeps the relationship history separate from any board portal.
Terms for board chairs
Strategic Partners are 1099 independent contractors, never employees, and accounts are held by individuals, never by a board, a company or a non-profit. Stack products pay 20% of retail on redline when a client buys fully online untouched, or 12% when an in-house Random Income rep works the deal, adjusted pro-rata to redline if we negotiate. Fast Start ($32,500 a month) and the Joint Venture build pay your percentage only of the monthly SaaS fee collected, with no equity or success fee, which keeps it distinct from any equity you hold. Recurring commissions last as long as the client keeps paying; refunds and chargebacks are deducted. Investor-funded deals pay a one-time $5,000 referral fee, and business offers pay 50% of what the business pays us.
Payouts run on the 21st of the month after we are paid, once your balance reaches $500, with smaller balances carrying forward to the next payout cycle. You upload an ID and a W-9, and we issue a 1099-NEC. Once your board knows, take the free test and become a Strategic Partner.