Becoming And Remaining A Healthy Board: The Rules Of Engagement

Head of Secondary, Chinese International School, Hong Kong, effective August 1, 2018
January 14, 2017
Key Survival Factors for Independent Schools
February 9, 2017
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Becoming And Remaining A Healthy Board: The Rules Of Engagement

How do boards of independent and international schools and other nonprofits become and remain “healthy?” That means that these boards know how and are able to do the following: focus on key strategic issues; collaborate effectively as peers; follow the lead of a wise board chair; have a strong partnership with the head/CEO; ensure mission relevance, long-term financial stability and sustainability; and follow the principles of best practice.

In the independent and international school world, there are some troubling long term statistics about the health of boards related to the success and stability of schools: worldwide the average tenure of independent school heads is about 5.5 years and for international school heads, it is about 3.5 years. It is the third or fourth chair who fires the head 80% of the time.

Frequent board member turnover leads to frequent chair turnover that often leads to head turnover. For schools and nonprofits, this can result in a lack of strategic direction, missed opportunities, weakened stakeholder trust and morale and power vacuums that are seized upon by well-meaning but errant board members, teachers, parents and/or administrators.

Here are some guidelines for boards to consider, even those most stable boards where wisdom dominates:

  1. Day schools should have no more than 5 to 8 board meetings a year and they should last on average no longer than two hours. Board meetings that are several hours in duration indicate a tendency to intrude into management and get into the “weeds.”
  1. The first hour should be devoted to committee reports and to the head’s report. The focus of the full second hour should be an important strategic topic about which all board members have been notified. Board members come prepared to talk about this key theme and yet there is no expectation of an immediate conclusion or decision being made. This session is for big sky exploration and dialogue. Individual board members may suggest themes for discussion, but ultimately the chair and the head vet these.
  1. Boarding schools usually hold 3 to 4 weekend meetings a year. These meetings tend to be strategic sessions about buildings, fundraising, enrollment strategies, etc.
  1. Avoid executive session board meetings without the head present unless the purpose is to discuss the head’s contract renewal or a legal issue involving the head personally. Too many board members say “we need to go into executive session because we cannot speak openly in front of the head.” If the board chair and members cannot speak openly in front of the head (or privately to him or her) about a concern or issue, then either the board member is having serious challenges serving in the role or the head has communication issues which the chair needs to address with the head. Usually, the topic discussed behind closed doors is one that the head can explain easily but in his or her absence, incorrect information or assumptions may develop. During executive session trustees often dive into operational issues such as curriculum, athletics or the performance of a specific teacher or coach.

Some heads are fine with executive sessions. These heads tend to be very self-assured with longer tenure who feel very safe in their seat, or they may be a new head who does not yet know the dangers. However, for most heads executive sessions only serve to create worry or suspicion about what is being said in his or her absence.

  1. There should be no senior administrators present at board meetings without an explicit invitation from the head. The CFO and perhaps the advancement director are often invited. If the head invites the entire leadership team of 8 to 12 individuals to board meetings, all administrators except the head should depart the board meeting at some point. Too many administrators in a meeting for too long can lead to board members holding back and/or administrators receiving unnecessary information.
  1. For all boards there is a need to ensure a strong governance committee/committee on trustees so that realistically there might be no term limits. The standard of two three year terms can be the demise of healthy boards. This constant “churn” makes it almost impossible for schools to operate in a constructive manner and in a healthy partnership with the head. Certainly if schools are going to keep term limits (which you do NOT need if you have a really effective committee on trustees), then they should move to three, three year terms, or three four year terms.
  1. Chairs should serve at least three to five years or consider not stepping into the role at all. Terms of one or two years seldom produce long-lasting meaningful outcomes for the school. A partnership with the head is difficult to achieve when the chairs are coming and going. How many individuals thrive after three or four marriages?
  1. The composition of the boards of day schools, particularly PK-8/9 schools, is most likely to be all current parents. Hence, it is often these boards whose members struggle to keep their “parent hat” off and tend towards engaging in unhealthy behaviors. There are two ways to help prevent these boards from straying into micromanagement: conduct annual board governance training led by an outside facilitator and diversify the board. Ideally, there should be an outside educator and one to three benefactors, trustee emeriti or similar individuals who have institutional memory.
  1. Keep board subcommittees to these: Committee on Trustees (the most important); finance; buildings and grounds; strategic planning (may be ad hoc); head support that oversees head evaluation, compensation and contract renewal; and advancement.

The Committees NOT to have: marketing/communications; athletic; education; school life; personnel; or legal. Periodically a board may wish to launch a very short term task force to address a particular issue or shortcoming but this task force should close shop quickly.

  1. Beware of the errant or rogue trustee who is pursuing his or her own personal agenda. The role of the chair of the COT, and if necessary that of the chair, is to bring this trustee back “on board” as soon as possible. If this trustee is well-intentioned and simply temporarily off-track, he or she will respond favorably to guidance. If not, the difficult task of removing the trustee falls to the COT chair or the board chair.
  1. Always ensure that the Head’s evaluation is completed annually, on a timely basis, with input from the full Board in writing but led by the Head Support Committee.

The Board should not meet in camera without the head to talk about him/her in a way that seems to critique the head’s personality traits. The evaluation process should be professional with a focus upon performance relative to previously agreed upon tangible goals. Some boards use a Board Source template but that can be an overly bureaucratic tool and may provide more information than a board needs for this specific purpose.

This Consultant does not recommend a 360 evaluation designed for the corporate world where those participating in the evaluation do not teach the children of the board members to whom the CEO reports.

  1. The chair needs a partnership with the entire board not just with a few key trustees. The chair needs to be able to call upon board unity and support if the head, board or school faces a sudden crisis where the chair must speak for the board. The chair needs to cultivate, empower but also guide each individual board member as well as the board as a whole.
  1. Most governance issues flow from a weak head/chair partnership. However, some governance issues flow from board jealousy and mistrust of the head/chair partnership because it appears to be too close and not critical enough of the head’s leadership shortcomings. The head needs to work to develop a personal partnership with each board member and to get to know each one’s families.
  1. On the topic of annual and capital fundraising, the board must lead by example. Every board member must contribute to the best of his/her financial means. Participation by the full board is equally as important as the amount raised.

If a board follows the majority of these rules of engagement most of the time, it is well on the way to performing on a high level leading to greater institutional stability and successful strategic outcomes.

Greater board stability and longer serving heads with fewer head searches and transitions means: greater parent faith in the mission; greater faculty commitment to a common direction; deeper and longer lasting alumni loyalty and giving; and in the long run better facilities and resources and higher endowments.