The National Association of Headteachers said the current legal framework has "confused and ambiguous' references to the function of the governing body.
Publications on the subject, including those from the Department for Education and Employment, it adds, are too dependent on references to "partnership". The NAHT says: "Without a clear understanding of the function and role of each partner, effective partnerships are unlikely to develop." It calls for "properly funded" and joint governor-head training.
David Hart, general secretary of the NAHT, said: "We would like to see a strong emphasis on the governing body involved in policy-making, strategy and monitoring performance."
He also called for headteachers to have common job descriptions and to be given a chief executive role overseeing personnel, discipline and pay policy matters. He believed too many governing bodies thought they should be involved in school management.
Pat Petch, chair of the National Governors' Council, representing 340,000 governors, said the suggestion of heads moving towards a "chief executive" model had not been fully explored.
She said the NGC wanted to see the strategic role of governors develop as the education system itself developed. But a debate with headteachers was needed .
"Governing bodies are there to monitor results, receive results and ensure there is a robust system of internal monitoring."
A debate was needed on what "partnership" meant in an era of accountability, which was a different sort of relationship.
The "critical friend" concept was also an issue which the NGC would be raising, said Mrs Petch.
NGC founder member Bill Stephenson is stepping down from the council's executive, but will continue as a local chair of governors following his election to Harrow council in north London .
Mr Stephenson said that he believed the number of headteachers who viewed governors as interfering were now in the minority. He commented that exclusions were a key area where heads and governors needed to work together.