GOVERNANCE IN A MISSION DRIVEN SCHOOLJon Zurfluh & Elizabeth Bredin

INTRODUCTIONS

“Very competent individuals can come together to form a very incompetent board.”

-- John Carver, Boards That Make a Difference

Why?

Unclear and erroneous concept of the board’s role.

What do boards expect of themselves?

Everything…I’m in

charge! Nothing…

Case Studies and Discussion

Cases

• Communication Conundrum

• Okinawa on the horizon• The Board in Retreat• Determining the Bounds

of Board Authority

Questions

• What are the issues?• What should the Head

do?• What should the board

chair do?• What should the board

do?

Principle #1

The Board is a trustee for its

community of ‘owners.’

The Concept of a Fiduciary• A fiduciary duty is a legal responsibility between each trustee and the school

• Trustees are expected to conduct themselves "at a level higher than that trodden by the crowd"

• It implies• Highest standard of care• Good faith• Loyalty• Absence of conflicts of interest

TrusteeshipBoard exercises owner authority – listens to all “Owners”

Board – acts as one

Board “stands in” for all ‘owners’

Board hires Director Director ‘runs’ the organizationDirector

Principal Principal Principal

Deputy Director Curriculum

HR

Board monitors and evaluates results and compliance with policy.

Keeping the Mission and Serving as Fiduciaries of Your School• The board adopts a clear statement of the school’s mission, vision, and strategic goals and establishes policies and plans consistent with this statement

• The board reviews and maintains appropriate bylaws that conform to legal requirements, including duties of loyalty, obedience, and care

• The board assures that school and board operate in compliance with applicable laws and regulations, minimizing exposure to legal action

• The board creates a conflict-of-interest policy that is reviewed with, and signed by, individual trustees annually

The Board must create a relationship with the Director that is empowering … creating an environment where it is safe to take action.

The Critical RelationshipBetween Board and Director

• A trustee has responsibility to support the school and its Director and to demonstrate that support within community

• Authority is vested in board as a whole

A trustee who learns of an issue of importance has an obligation to bring it to the Director, or to the board chair, and must refrain from responding to situations individually.

Fiscal Responsibilities: Stewardship of Resources

Each trustee, not just the treasurer and finance committee, has fiduciary responsibility to the school for sound financial management

Fiscal Responsibilities: Stewardship of Resources• Board accepts accountability for the

• financial stability and the institution• financial future of the institution

• The Board• engages in strategic and financial planning• assumes primary responsibility for preservation of capital assets and endowments

• oversees operating budgets • participates actively in fund raising

Keeping the Mission and Serving as Fiduciary, continued

• As leader of the school community, the board • engages proactively with the head in cultivating and

maintaining good relations with school constituents as well as the broader community

• exhibits best practices relevant to equity and justice

Keeping the Mission and Serving as Fiduciary, continued

• The board recognizes its primary work and focus is long-range and strategic

• The board • undertakes formal strategic planning on a periodic basis• sets annual goals related to the plan• conducts annual written evaluations for the school, the

Director of the school, and itself

Conflict of interestBOARD MEMBER CONFLICTS OF INTEREST • Board members shall have no substantial financial or other

interests that conflict with the interests of the School. In any given case, the Board shall decide whether or not a conflict of interest is "substantial", and whether it warrants any special measures, such as requiring the member to refrain from voting on a particular matter, or requesting his resignation.

• It is the responsibility of Board members to make known to the Board any circumstance that could involve a potential conflict of interest between themselves and the School.

• The Board endorses the National Association of Independent Schools “Principles of Good Practice” for Boards of Trustees and individual trustees as a model for ethical standards and behavior.

POLICY GOVERNANCEThe Carver model and its various hybrids…

4 board policy categories1. Ends – The organizational swap with the world. What human

needs are met (in results terms), for whom, and at what cost or relative worth. It is important that no “means” be included here.

2. Executive Limitations (Means). Boundaries that limit the choice of staff means, normally for reasons of prudence and ethics. While “means” includes practices, activities, circumstances, and methods, the most comprehensive definition for means is simply “non-ends.”

3. Board-Management Delegation. The manner in which authority is passed to the executive or staff component of the organization and the way in which performance using that authority is reported and assessed.

4. Governance Process. The manner in which the board represents the ownership, disciplines its own activities, and carries out its own work of leadership.

Reflections on Policy• Regularly evaluate the effectiveness of policy – review all

policies annually• In the case of Ends Policies, the board’s evaluation could

include:1. The Director has correctly interpreted policy and the organization

is making adequate progress toward the determined goals with commendations noted.

2. The school is making progress towards goals, but greater progress is suggested in the following areas.

3. The Director has failed to provide evidence of reasonable organizational progress toward goals and appropriate actions identified.

4. The information provided is insufficient to decide whether reasonable progress has been made. The following actions are appropriate.

MEANSEnds

Executive Limits Ends

EL-1 E-1

EL-2

EL-3

EL-4 E-2

EL-5

EL-6 E-3

EL-7 E-4

EL-8

EL-9

EL-10 E-5

Delegated &

Pre-Approved

(Safe Zone)

The Board establishes “ends” and sets limits … then the board gets out of the way.

Board Role• “Never tell people how to do things. Tell them what to do,

and they will surprise you with their ingenuity.” --Patton• Board role in a nutshell:

• Identify desired end results (objectives)• Establish limits (boundaries) to free up means• Refrain from directing operational details (management)

Unintended consequences• “…what we know about managing people draws a sharp distinction

between my means and theirs. I must tell myself how to do my part, but telling my subordinates how to do their jobs (rather than simply what results I expect) has unintended negative consequences. Unless they are unable or unwilling to make decisions, people do not work best when told how they must do things. Their creativity is thwarted; they feel more like machines. If left free to choose the methods and to be held accountable only for results, people make the best of their hierarchical burden.”

• --John Carver

Recruitment, Retention, Recognition, and Assessment of Trustees

• Board composition reflects the strategic expertise, resources, and perspectives (past, present, future) needed to achieve the mission and strategic objectives of school

• Board is committed to a program of professional development that includes • ongoing trustee education and evaluation• board-leadership succession planning

Conduct of Individual Trustees

• A trustee stays fully informed about current operations and issues by

•attending meetings regularly•coming to meetings well prepared•participating fully in all matters

• A trustee takes care to separate the interests of school from specific needs of a particular child or constituency

• A trustee accepts and supports board decisions• Once a decision has been made, board speaks with one

voice

Protocols• Student’s interests come first.• The board acts only as a group communicating the

position(s) of the board on all issues.• Clearly stated goals – for selves and Director• Practice the governance role• Practice effective decision making

Protocols• Utilize Director input• Speak to agenda issues• Own your own issues• Conduct efficient and effective board meetings• Do not spring surprises on other board members or the

Director• Annually conduct a board evaluation

Committees of the boardAn advisory committee will act solely within the terms of its designated charge (Terms of Reference) and retains no independent decision-making authority unless specifically authorized by the Board. To execute its responsibilities the committee will identify problems, conduct studies, and review relevant information as appropriate. The committee will keep the Board informed of its activities through periodic reports to the Board. The results of committee work may not be publicized until approved by the Board. The Board will retain sole authority to set school policy, as required under the By-Laws.

CURRENT Standing or Advisory Committees

• Finance Committee• Facilities Committee

• Policy and Governance

• Personnel Committee• Executive Committee

Successful Board Meetings• Focus on issues that further the school’s mission and vision• Evaluate current policies• Assess the performance of

• School

• Director

• Board itself

Successful Board Meetings (from NAIS)

• E-mail minutes and reports in advance

• Never “accept” or “approve” a report

• Only discuss reports that require action and then act on report’s recommendations

• Use “consent agenda” to shorten meetings

• Group action items together on agenda

Board Meeting Agenda

• Reports• Consent Agenda

• 2nd Reading of Policy• Recommendations from reports (except where pulled)

• Issues Discussion In-Depth• 50% of board’s meeting time

• Old (Unfinished) Business• New Business

• 1st reading of Policy• Evaluation of the Meeting (2-minute appraisal)

Case Studies and Discussion

Cases

• Communication Conundrum

• Okinawa on the horizon• The Board in Retreat• Determining the Bounds

of Board Authority

Questions

• What are the issues?• What should the Head

do?• What should the board

chair do?• What should the board

do?