The vast majority of independent and international school board members are conscientious parents, alumni, past parents or friends who volunteer their time and resources to advance the mission of their schools.

However, at one time or another most boards will experience a trustee who behaves in errant ways that run the gamut from violating core principles of good governance and “best practices”, to outright “rogue” behavior such as showing an unwillingness to heed the will of the board, or even to follow common sense. Such trustees, when unchallenged, can damage the immediate and even long term stability of a school.

When trustees do behave in ways that are inimical to a school, normally it occurs from a lack of information and experience about what constitutes effective trusteeship. Sometimes it stems from taking a partisan political view as a parent or graduate and occasionally from an abundance of arrogance. Most often it is motivated entirely by good intentions.

However, good intentions are not enough in trusteeship. That is why boards must: cultivate good trustee prospects; screen them carefully for adherence to mission and other factors; invite prospects to serve with a clear understanding of their role; orient them; train them annually in good governance; evaluate them; and warn and/or remove them from the board, if necessary. The latter is the most difficult and obviously politically sensitive task which may ultimately fall to the board chair.

1. The “Absent” Trustee

In one case of a prominent independent day school, a very likeable, generous trustee created havoc in a board by missing many meetings and almost all subcommittee meetings. Worse than that lack of responsibility was his demand to know at those full board meetings which he did attend what had happened in his absence and his expectation that discussions should be rehashed for his benefit and even reviewed with his input taken into account.

Due to his charm, political clout, generous giving and sense of humor, no one challenged him. However, some board members simply ceased coming to meetings as they found them at the very least frustrating and at most, a waste of their time. As the school could not reach quorums, the remaining board members were forced to make key decisions out of desperation.

Lacking the courage to confront him verbally, the trustees agreed that when the often absent trustee showed up next and challenged topics already discussed and agreed upon, he would be kicked firmly in the shins by whoever was sitting next to him!

Strange as it may seem, the tactic worked. At the next meeting, when the trustee began his usual affable effort to stop the board’s business so he could “get up to speed”, the nearest trustee kicked him, hard, in the shins. He yelped, and everyone chuckled. When he wondered what was so funny and they told him, he then asked logically: “Why didn’t you just TELL me!” A good question!

The vast majority of boards cannot bring themselves to be honest with “wayward” trustees, especially as board members are often friends with one another, and some are more influential due to their resources. What is particularly exasperating to some board members is ignoring the misbehavior of a wealthy or influential trustee who has never (or rarely) dug into that wealth to support the school while the board as a whole (and ultimately the school) suffers from the governance consequences of that inappropriate behavior. Nevertheless, when board members overlook such behavior, it is often because of that hoped for gift.

Lessons Learned:

1. Trustee attendance at board meetings is important. If one cannot attend at least 60% of the meetings of the full board and at least a key number of subcommittee meetings, one should ask oneself if one’s participation is serving the school’s interests. Not to be informed or know about board decisions due to absence does not mean one will not be held accountable for decisions reached in them.
2. Board etiquette is important but board honesty more so. When a trustee violates core principles and thus undermines the board’s business, the problem must be addressed. By whom? By the chair of the board and the chair of the committee on trustees. This is NOT the job of the head of school.
1. The Trustee Who Wears the “Parent Hat”

In a second case, a long established day school suffered from intrusive behavior of a trustee of a powerful family, representing the “old wealth” segment in the community. He could not separate his parent interests from his role as a trustee. He made a recent generous pledge to the capital campaign, and most of the pledge was still outstanding.

As his son was playing on the soccer team, he followed that sport and all others with great interest. He began to write letters to the coach and then to the athletic director, complaining about the schedule, the plays and the selection of the line up. He would offer coveted tickets to university sporting events to the Athletic Director. Finally, he began writing to the head long unpleasant letters calling for the removal of the soccer coach and implying that he might not pay his pledge.

At that point the chair had a “chat” with the trustee and suggested that he was crossing boundaries. The misbehaving trustee, who was chair of the nominating committee as well, began putting forth the names of candidates to be named to the board, and privately signaled to those potential trustees that even though the head did not want them to serve, he, as chair of the nominating committee, would prevail. In this manner, several new trustees joined the board, privately harboring a dislike for the head. The head and board chair were appalled when a newly elected trustee disclosed this behind the scenes “process”.

As this situation spiraled out of control, the chair of the board grew more concerned, but did not wish to offend a long term trustee and school alumnus, especially one with considerable wealth and influence. Then the same trustee put himself forward as candidate for secretary and thus as a member of the executive committee. Up to that point, the chair had been able to keep this trustee off that committee.

The head expressed grave concerns and suggested he might resign if this trustee joined the executive committee. The chair now felt compelled to meet with the executive committee as a whole along with some key former trustees. The committee wrote the trustee a detailed letter stating that he needed to cease his behavior or he would be asked to leave the board. The executive committee members stated their willingness to address his actions openly at a full board meeting, if necessary. The letter was signed by the entire executive committee and the former chair, who had remained on the board.

The misbehaving trustee, who could never remove his “parent hat”, resigned in a polite letter that indicated he had other pressing business at that time.

Lessons Learned:

1. It can be an almost impossible task for some parent trustees to act in the best interest of the mission of the school and rise above narrow family or individual interests which are fraught with emotion. Yet good boards strive for a board composed of trustees who understand that once they join the board, they actually have fewer, not more, “rights” as parents. Good board governance training outlines situations when a parent trustee must back off, ask a spouse to handle a delicate situation alone, or withdraw from the board, if necessary.
2. Parents have a right to write a letter to the coach or to the athletic director to voice a complaint. Trustees do NOT have this right as it violates a core governance principle: channels and boundaries. Trustees must be very careful not to jump channels or cross boundaries, to try to engage staff, other parents, or other trustees in personal agendas that center around their own child, family interests or personal agendas.
3. When highly respected and powerful colleagues recognize a troublesome trustee’s misbehavior and are willing to call him or her on it, the board has a good chance of righting its course and averting disaster.
1. The Overzealous Trustee

In a third case at a small day school, a well intentioned and energetic new board member asked at a meeting of the board if he could canvass the local board chairs of area independent schools to see how they accounted for certain budget categories and expenses. The board as a whole discussed his question and indicated that if any such survey or further study were to be undertaken, it should come from the finance committee.

The trustee knew one or two local chairs as business friends and decided informally to seek the information he wanted. Ultimately, he spoke to seven chairs of similar schools or their business managers. In several cases, he conveyed an impression to other schools that he was empowered to ask these questions.

He then put the copies of his report on the table at the next board meeting indicating that he had been able to compile the information at no cost to the school.

The board was appalled. In turn, his response was antagonistic. He told the trustees that they had their heads in the ground and that the long term head of school could be withholding information from them. He may have felt his cause was just and important. However, he lacked orientation or governance training and acted in this instance as if he WERE the board.

At a subsequent board governance retreat on board governance, he asked some difficult direct questions. After the retreat he called the consultant who led the retreat. He said he realized he had stepped out of bounds and asked if he should resign. The consultant suggested he ask the chair. The chair in fact accepted his resignation. In this case, the trustee admitted the errors he had made and had the grace and courtesy to leave the board while remaining a friend of the school.

Lessons learned:

1. Confidentiality of discussions at board meetings is essential. Speaking or acting outside the purview and agreement of the entire board undercuts trust within the board that all act one and not as “cowboys” with individual agendas.
2. Departing from the board gracefully, as in the case above, or changing behavior when one understands through training that one has acted outside the scope of healthy board governance procedures, is a sign of growth and maturity. It is still possible for a trustee to leave in such a way, remain a friend of the school and serve in another way.
3. The most sought after traits in all trustees are not specific technical skills or backgrounds but WISDOM, WISDOM and WISDOM. Hysterical boards and trustees are most prone to making hasty decisions potentially endangering the health of the school.
1. The Trustee with a Personal Agenda

In one boarding school, a board member asked for the individual salaries of all teachers. The reason for this request was unclear. When the head refused to divulge that information, the trustee demanded it in front of the full board. When the full board did not acquiesce, the trustee was furious. He went to a lawyer who told him he had a legal right to that data. The trustee announced at the next board meeting that if he did not obtain the information, he would sue the board and the School. The board ordered the head not to release the data to him.

At that point, a consultant was engaged to try and defuse the crisis. In that conversation, the trustee, when asked why he needed the information, said that he felt that the head was underpaying a long-term teacher who was a classmate and personal friend.

He felt that the head was a poor performer and should leave. When reminded that the board had just extended the head’s contract with a very powerful and positive evaluation, the trustee said, “Shows you how hoodwinked they all are!” He refused to back down.

Legally he had the right to that data. However, it is not a practice suggested, and the board of this school tried to prevent the political use of this information.

The Board felt that the trustee should step down. Finally, after two years of nasty exchanges and much spent on legal fees on both sides, the trustee did step down. He never did receive the individual salary data.

Lessons learned:

1. There are some trustees who have a high “need to know”. Most have simply not been educated about the types of information to which they are entitled to have access. Some have ulterior motives. One can not assume naively that under a worst case scenario, a poorly trained or misguided trustee will not resort to extreme measures in order to obtain and use information inappropriately or even dangerously to the detriment of the school.
2. In selecting new trustees, boards need to be careful to explore not only skills and loyalties but also basic patterns of communication and even personality traits to ensure a “fit”. The individual mentioned above was an alumnus, wealthy and powerful and that is what prompted the invitation for him to serve.
3. Trustee governance training should take the form of an annual event through a retreat or other setting. It is not a one time occurrence from which all trustees learn the rules. The rules are learned over time through repetition and application to new circumstances and issues.
1. The “Sleuth” or Information Seeking Trustee

A trustee who appears to have considerable free time begins “hanging out” at school every day to pick up his son. He arrives much too early for a normal pick up and is spending increasing time on campus, but not undertaking any volunteer function. He seems to want to “chat” with teachers and staff and to be seeking information about their morale, specifically how they feel about the new head of school. He asks whether they share his worries about some of the changes taking place currently, and in other less than subtle ways, suggests that he is concerned about the new head of school and seeking faculty support for his doubts.

This trustee is a dominant voice at board meetings, yet he spends little or no time speaking with the new head. He also makes a point of greeting the prior head when he comes periodically to campus uninvited and without the knowledge of the new head. Some faculty begin to express to the head their concern that this board member “leaks” information to them and in turn betrays their confidences with the apparent motive of undercutting the new head.

Lessons Learned:

1. Trustees who are too available and visible can at times be a lightning rod for disgruntled teachers. They can come to view themselves as the ones with important “inside knowledge” for the board about what is going on at school. Often they intrude, cross boundaries and jump channels consistently in their attempts to learn the “real scoop”. The board chair needs to counsel such trustees to back off and be less present on campus. If this does not work, and often it does not, the chair and COT chair may need a formal conversation to warn the trustee.
2. Ties and relationships between trustees and staff can also become too close when trustees (often of K-8 schools) ask teachers to baby sit their houses, children, and/or pets. They come to see certain teachers as “friends” as opposed to staff who report to the head. Crossing these boundaries will often lead to breaches of confidentiality and harm the ability of the head, often a new one, to succeed.
3. In selecting trustees, the COT should be aware of the amount of time a trustee may have to give, and whether that trustee is likely to focus on truly board appropriate policy issues or will have a tendency to focus on management, curriculum and personnel issues, all of which fall within the purview of the head.
1. The “Rep” with Conflicts of Interest

The faculty representative of one school’s board of trustees “leaked” or conveyed to the faculty the board’s discussion about possibly increasing the percentage faculty salary pool by 2% less than the previous year, due to softening enrollment and budget constraints. There were 25 faculty families with forty children enrolled at the school, all of which received 100% tuition remission. The board discussed a possible trade off of that 100% remission vs. a larger salary increase.

At an unrelated meeting of the parent body with the board to discuss the school’s strategic plan, an unusually large crowd of parents attended, including almost all of the faculty parents. The subject quickly turned to faculty salary and tuition remission issues. The meeting became quite heated and the board members present were overwhelmed by negative parent comments about their “lack of caring and compassion.”

At the next board meeting, one trustee discussed the “leak” of confidential board discussions that had not yet led to any final decisions. The faculty representative voiced a strong rebuttal that his comments did not constitute a “leak” but rather a “report” back which he felt honor bound to provide to his peers.

The board decided that henceforth, all issues relating to sensitive personnel or compensation or financial issues would take place in “executive session” without the alumni, parent or faculty “reps” or staff other than the head and business manager. Gossip then sprang up around the school about a lack of transparency in governance and about the “representatives” seeming like second class citizens.

Lessons Learned:

1. Board “representatives”, which may include the representatives of the parents’ association, the alumni association and/or the faculty, are not always a good idea. Such individuals often come to the board with the belief that they have been “elected” to represent their group’s particular interests even though they may be ex officio trustees without voting rights and serve only a short term. Many schools do not have such individuals elected from any sub groups or organizations because of the very worry that an individual will not rise to the larger purpose of the board, to serve the mission of the school, but may focus on the narrower one of representing the interests of the group that elected them.
2. A faculty member, parent or alum elected by the BOARD to provide insights into how these groups may feel about board issues and policies might serve the school better.
3. Elected “Representatives”, like all board members, need regular orientation and training to governance. Serving a term of one year often provides a disservice to both parties. If such individuals are going to serve, a longer term of two or three years may make more sense and provide for greater long term contributions and understanding of a trustee’s role.
1. The “Supportive” (Or Unsupportive) Spouse of a Board Member

A candlelight vigil was the setting for another school when parents lined up outside the board room with candles to indicate their protest over the head’s decision not to renew the contract for a popular teacher. The board subsequently rehashed the head’s decision in several separate meetings, much to the dismay of the head.

Attending the candlelight vigil were the spouses of three board members. This raised later a key governance question about the appearance of a lack of support of board decisions by a trustee spouse. The board members involved indicated that their spouses had their own voices and opinions, and stopping their protest was inappropriate.

On the other hand, the presence of some of the spouses gave encouragement to some parents who concluded that the board’s ranks were obviously split and that the parent/spouses supporting them might bring additional weight, credibility and influence to the “cause.”

Ultimately, the trustees whose spouses were agitating were advised to leave the board if they could not function within the “rules of the game.”

Lessons Learned:

1. When screening and inviting a trustee prospect, it is a good idea to screen the family in some respects. In agreeing to serve, a new trustee is bringing his or her spouse or partner into an indirect governance role.
2. Board discipline within the “ranks” and staying together are crucial to a healthy board. A board that fragments, forms alliances outside the board, or aligns with parent, alumni or teacher factions against the head, the chair or with other trustees is providing an invitation to anarchy on the board.
3. Board members hire and fire only one person: the head of school. The head is in charge of all other personnel decisions. The head may wish to debrief the board on hiring or firing decisions involving key teachers or administrators, and trustees may even be invited to meet and offer an opinion on candidates for key administrative positions. However, ultimate authority in this realm rests with the head of school, and once he or she makes such a decision the board supports it publicly.
1. HOW Lessons are Learned

The above governance lessons represent some, but not all, of the NAIS Principles of Good Practice. There are in fact, twenty-nine of them, of which eight are crucial.

A board can learn such lessons in two ways: by “baptism by fire”; or by teaching them actively and proactively through an annual retreat and by using actual “case study” situations that arise during the course of the year as teaching tools to reinforce healthy board behaviors and discourage inappropriate ones.

Board self-evaluations conducted through either a questionnaire distributed by the Chair of the Committee on Trustees or through an on-line evaluation tool will reveal patterns of behavior that should be encouraged and complimented and those that raise a red flag. The latter need to be addressed proactively before they either cause or fuel incidents that can develop into crises.

Littleford and Associates specializes in onsite board governance retreats and consultation that provide an objective, personalized approach to dealing with and averting problem trustee behavior. We have done this with over 1000 schools world wide. It is best to experience governance training before an “incident” arises which threatens the unity of the Board and the health of the school.

John Littleford
Senior Partner