Board Structures: The Good, the Bad and the Downright Ugly

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Board Structures: The Good, the Bad and the Downright Ugly

Most of our governance clients want to know about best practice and trends relating to board structures at independent and international schools.

I. Basic School Board Types and Their Typical Patterns of Behavior

These structures are very different depending on type of school.

Independent schools may be day in grades PK/K-6, 8 or 9; day in grades PK/K-12; day with boarding in the upper grades; or predominately boarding.

The majority of PK to 6 and PK to 8/9 independent schools have boards dominated by present parents, and sometimes the bylaws specify that those whose children have graduated may no longer serve on the Board. That is an unwise policy. These boards need some alumni or former parents to add perspective to the views of sometimes highly emotional current parent board members.

A good rule of thumb is that no day school board should have more than 80% of current parents as members and that no boarding school should have more than 80% of alumni as members. Elementary day school boards are the most volatile and vulnerable to governance crises. The statistics on the “firing” of heads is worth noting. K to 6 and K to 8 schools fire their heads far more often than do the boards of K to 12 schools. Day school boards fire their heads far more often than do the boards of boarding schools. In general, all parent boards of ANY type of school fire their heads far more often than do boards with a good number of alumni, past parents and outsiders serving.

Boards made up of almost entirely “professionals” e.g., lawyers, doctors, accountants, etc., tend to terminate their heads more often than do boards with at least a good mix of CEO’s of publicly held companies or privately held companies with more than 200 employees. Why? Professionals who serve on boards often see their role as operational or “hands on” versus strategic and policy focused. Day school (especially elementary) boards in small town and suburban areas tend to be composed mostly of professionals.

Most boarding school boards are dominated by alumni and past parents. However, this composition has changed over the past 10-15 years. Parents want immediate change. Alumni often want little change at all. A mix is becoming more important on this type of board. On the other hand, boarding school boards tend to be the most stable and have longer institutional memory compared to all other types of schools.

We can usually categorize international schools as one of the following: nonprofit with enrollment predominately composed of expatriate students; nonprofit with enrollment composed mostly of locals although labeled as an “international” school; and for profit or family-owned.

Parent elected boards of international schools tend to be the most unstable and crisis driven, and the most likely to fire heads. These schools often do not have appointed or self-perpetuating boards. That greater sense of democracy can also represent the seeds of dysfunction when boards believe they represent the current parents or factions of the current parents. In these schools, the concept of transparency is taken to the extreme and the Annual General Meeting or various “town meetings” can lead to insurgencies that “throw the bums out” even if the “bums” actually doing a great job. Boards are supposed to represent the past, present and future of the School, i.e. its mission and not narrowly the current parent body. This axiom is crucial to the health of all schools.

These are frequent patterns observed over time but of course there are always exceptions.

II. Current Trends

A. Elementary Day Schools

Board turnover is a constant problem for K to 6, K to 8, Montessori and some progressive schools. These Boards tend to have high board and chair turnover, thus often resulting in a constant rehashing of the same issues as each new cohort of parent board members arrive. Parental presence at elementary (and PK/K-12) schools, while wonderful in terms of parent loyalty, volunteerism and often generosity, also can fuel a daily mix of parent/teacher gossip often leading to rumors and innuendo that can undermine heads and boards. Current parent board members often find it very challenging to distance themselves from such parking lot talk.

Elementary day school boards, especially those of the more established and sophisticated schools, are moving toward a greater mix of parents, former parents, even alumni and perhaps even a former chair with the goal of preserving institutional memory. Some of these boards may be trying also to recruit a few “outsiders” who may be locals with an instinct to support the school even if they have no direct connections to it. Qualified board members in this category are difficult to find and keep but they can be an important and objective voice of wisdom especially when a parent or teacher driven crisis arises.

B. PK/K – 12 day schools

These boards tend to have a few former parents, alumni and/or alumni parents as members who balance out the short-term but passionate, commitment of current parent board members. A perfect mix here might be 60% current parents, and 40% “other” which could be alumni, alumni parents, grandparents and/or “outsiders”

C. Boarding schools

These boards are usually the most stable as parents are not wandering the campus regularly and potentially stirring up constituents. Boarding school boards are mainly made up of alumni but should also include at least 20% current and former parents. All alumni boards can also be too rooted in the past or in a particular decade of the past which is why it is also important for these schools to have a range of alumni representation on the board. If the composition of a board is skewed by a particularly strong subset of one or two classes or by one era, alumni revolts and even attempts to overthrow boards can result over the termination of a favorite teacher or administrator, for example.

D. International

In the International school world, there is a strong movement to expand boards beyond the original US public school model of 7 to 12 elected parents, chosen from “AGM” or annual general meeting.

The trends for these boards worldwide are clear: add more appointed members, chosen by the rest of the board; reduce the parent elected board members from 100% down to 60% or at most 70% of the board; lengthen board terms; and allow appointed board members to serve as many 3-year terms as the rest of the board will support. Of course, this assumes assume regular evaluation of board members’ performance. These appointed board members then represent institutional memory which is the crucial lynch pin for healthy boards.

E. Family-owned, Privately-owned and Corporate Chains of Schools

These kinds of boards present some unique governance problems. Family-owned schools often want nonprofit status and accreditation but do not want to give up the family’s control. The thorny issues here revolve around how money is raised and spent; how many family members are employed by the school or on the board; and how much parents really know about the board, how the school is run and how money is spent. Transparency is a key concept here.

Accreditation is sometimes offered too quickly before a true assessment of governance health is established. Accreditation by multiple agencies here becomes a bell weather of a healthy school. The more agencies that accredit these kinds of schools, the stronger the school tends to be.

Corporate chains of schools which may be owned by an investor group, or a single powerful, wealthy owner are growing across the world and now expanding in the US although most of these schools started in South Asia, East Asia and Europe. These boards tend not to be typical boards at all. Their members, usually at most five individuals, are often local representatives of the corporate entity.

Some of these schools are among the best schools in the world these days so we cannot dismiss their governance structures as strange or inappropriate, but there are challenges inherent in this kind of board structure. Who hires, evaluates and fires the head? Heads in these situations need to have a personal trusting relationship with the local “rep” but also with the “higher ups”, even if not with the actual owner.

There needs to be greater clarity about how these boards function, interface with stakeholders and how their finances provide for proper school funding as well as a reward for shareholders for their investment risks.

Again, how many recognized international agencies accredit these schools is key.

III. Board Structures, Head Tenure and Board Tenure

Most of our readers will remember our previous research that shows that the average tenure of a US independent school head is about 5.5 years and of an international school head is about 3.4 years.

Boarding school heads last longer than day school or international school heads.

Longer serving boards with longer serving chairs have heads with longer tenure. Most chairs serve two years and most heads are fired by their third or fourth board chair. If we connect institutional stability, board and school health and accomplishments to head tenure, THEN longer serving boards with longer serving trustees have longer serving chairs who support longer serving heads who leave a lasting legacy rather than a power vacuum that some constituent group fills.

However, even self perpetuating boards run into trouble when board member parents wear their parent hat, alumni wear their alumni hat and when parent or alumni association representatives think they represent their group’s more narrow interests, not the larger mission of the School.

The healthy direction for board structure review/overhaul is to keep these items foremost in mind:

A. Always start with mission. What structure, size and make up best serve it?

B. Developing the board should always be among the top priorities of any strategic plan and that goal includes assessing board effectiveness, stability, and head and stake holder relationships

C. What is the track record of success, length of head tenure, and number of crises that have arisen in recent years and how were these handled (or mishandled)?

Healthy boards with healthy structures with the right people “on board” can right the ship in any school crisis and move past it quickly. Littleford & Associates can help schools with any board structure function optimally and resolve challenges and crises.