Board Policy Manuals: When Do They Create Problems?

Head Transition/Entry Plans: Risks And Opportunities
August 1, 2015
The Need for Bi Lingual Boards and Heads: Understanding and Sharing a Common Language in the Board Room
August 1, 2015
Show all

Board Policy Manuals: When Do They Create Problems?

Often these manuals are boring overblown and redundant although necessary. However, from time to time they become crucial such as when a constituent challenge arises and the Board finds suddenly that it has “trap doors” in its policy manual much like a computer software worm that the Board discovers only after an inappropriate and unforeseen access or attacks.

One School was trying to be proactive by reviewing its outdated policy manual. Buried in hundreds of pages in the manual was a policy that allowed a parent to review or challenge any book in the School library. The initial intent was to allow a parental voice in the event that parents deemed a book in the library to be inappropriate. After a parent or group of parents initiated such a challenge, the Board would review it. The Board had already decided to eliminate this policy that invited micromanagement , but unfortunately, parents acted on it before the Board approved all of the revisions to the manual.

The book in question was about alternative life styles and it was in the Lower School library. A small, vocal and conservative minority took an informal poll of parents whom they knew and they succeeded in getting the Board to rule in their favor. The book was moved off the shelf to another library in a place where it would be unnoticed.

When rumors of that decision circulated, another group of parents rose up worrying about the ability of one parent group to exert this kind of influence. The Head, senior Administrators and many faculty members also disagreed with the decision because it seemed inconsistent with one of the School’s core values : embracing diversity.The incident was mismanaged on some levels and ultimately, the fallout from it contributed to the Head’s departure , a board split into factions , and a constituency at odds with one another. This all stemmed from an outdated board policy manual that a group of parents used as a tool to challenge the Board. In fairness to this Board, it felt that it had no choice but to honor an existing policy, and the issue spiraled out of control.

In a second case, a Board policy permitted the Parent Association to elect representatives onto the Board’s subcommittees including the Committee on Trustees (Governance) and the Finance Committee . This was not an issue until the Association’s leadership did not understand the boundaries of its authority and the proper channels of communication and thus, became less supportive of the Board. The leadership would now be on the inside of detailed and confidential discussions and decisions about Board membership and about sensitive financial information concerning tuition setting, endowment management and faculty and staff compensation.


All boards need to review their policy manual regularly, not once every five to ten years. Boards get in the habit of adding another page to it in response to every new incident until the manual is completely unwieldy. More pages do not make the manual more effective.

The manual should be examined in a governance context as well as in a practical context. Is the policy well thought out? Is it relevant now and can it be changed to make it more so? Does it invite micromanagement or an opportunity for an attack by any constituent group? Does it represent more information or detail than anyone needs?

Boards do not need a separate policy committee that is continually making work for itself. Our schools do, however, need the Committee on Trustees (or Governance committee) to add this to its portfolio of assignments to ensure an ongoing vetting, reduction, addition and review of the policy manual by which the board governs .

John C. Littleford
Senior Partner