“Extreme” Board Behavior But Sometimes The Norm

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“Extreme” Board Behavior But Sometimes The Norm

Most boards, even relatively healthy ones, experience stressful times and have members who operate in ways detrimental to the health of the board and the school.

    1. The Overly Controlling Chair and the Overly Withdrawn Head

In one case, a school of some size and reputation had a self perpetuating board of fewer than twenty members (mostly alumni) and led for some years by an entrepreneurial, strong chair. The Chair maintained board discipline, and few crises ever got out of control because he hand picked most board members and commanded the loyalty and respect of the majority.

It was considered an honor to serve on this Board which had very few current parents as members although the School served only day students.

The Head had served more than ten years and had been promoted from within. He and the Chair had a cordial but distant working partnership. The Head knew who the ultimate “boss” was, and the Chair did not rock the boat at the School. The Head’s style was to avoid conflict and to attempt to insulate himself from the Chair’s periodic and unpredictable directives which people tended to overlook because of the Chair’s history of contributions to the School.

The Chair heard that the Head had been negotiating special compensation “deals” with some of the faculty. While this was only rumor, it was potentially a serious issue because exceptions to the salary scale were not allowed. When the Chair asked the Head, the Head denied any inappropriate behavior but acknowledged making occasional minor exceptions to recruit and retain top talent. The Chair also asked the Business Manager about any “deals”, but he revealed nothing.

Frustration over this and other financial issues led to increasing mistrust and tension between the Chair and Head. The Chair’s solution, which the Board endorsed, was to appoint a new chief financial officer who would report directly to the Board, not to the Head. Naturally, the Head objected most vociferously. He made his opinion known in writing to the full Board.

The new CFO investigated the compensation practices. He found that indeed that were several recent special arrangements that appeared to violate the scale and to give salary increases to some teachers who could be perceived as favored. The CFO reported this at a board meeting which the Head was not allowed to attend.

The story unfolded in hurtful and, in the long run, very damaging ways as this one incident led to the outpouring of other teacher and parent grievances. Eventually both the Head and the Chair, and most of the board members left the School and the entire governance structure was changed.

Lessons learned:

      1. Heads need to ensure that the Chair is never surprised and vice versa.
      2. Chairs need to understand that many Heads tend to avoid conflict. Heads are often former teachers who are not trained in conflict resolution, and school cultures often are ones where conflict avoidance is accepted normal behavior.
      3. Business oriented board members often want and expect direct communications.
      4. Board chairs need to be strong leaders but also to balance participation by the entire board and not by a coterie or small group.
      5. We recommend long serving chairs, but the greater the power of the chair, the greater the need for succession planning and strong board subcommittees.
      6. Heads should not engage in decision making by exception in “macro” areas such as salary policy without first consulting the board chair and/or finance chair.
      7. Boards should not hire or directly supervise any employee other than the head of school
    1. The Overly Engaged Trustee and the Increasingly Frustrated Head

In another School, a board member with time on her hands and a great love for the School became chair of the personnel committee. A new Head in his transition period made some changes which felt threatening to some senior well respected faculty. They began to call this particular trustee who enjoyed the interaction. She told the Head nothing about this but did convey some of her “information” to the Chair.

As months went by, this trustee became more concerned that certain highly regarded teachers would leave the School due to the Head’s management style. Conversations with teachers continued until rumors started that the Head’s contract might not be renewed.

The Chair did convey some of the trustee’s concerns to the Head, but also recognized that the trustee was violating core rules of boundaries and channels. The trustee recommended to the Chair that a new committee be formed that would serve as a direct communication from teachers to the Board thus providing the teachers with a greater sense of job security. The Head and trustees would be members, and teachers would have a vehicle to air their grievances about the Head or about daily operations.

The Chair was increasingly worried, and he struggled to find the balance of truth between the increasingly active trustee and the increasingly anxious Head who felt isolated and “in the dark”. This situation is being resolved through effective board governance training.

Lessons learned:

    1. There are always transition issues in the arrival of a new head. It is almost a certainty that some teachers will threaten to leave in response to a new head’s changes or style. Sometimes they do leave which is preferable to their remaining and being a negative influence.
    2. Boards spend almost no time guiding the new head about the types and pace of change that cannot be attempted without great risk in a particular school culture.
    3. The head needs to keep an “ear to the ground” and “manage by walking around.”
    4. Boards should ask heads to spend the majority of their time in their first year watching and learning unless there is a crisis to address.
    5. Personnel and education subcommittees can sometimes be dangerous when they intrude upon daily operations.
    6. Trustees should never have pipeline conversations with teachers individually or in groups in order to complain about the head. These undercut the head, violate core principles of board governance and convey the message to teachers that the head may not have board support.
    7. Chairs need to “nip in the bud” any obvious “channel jumping” by board members.
    8. The committee on trustees and the chair must hold all trustees responsible for adhering to the principles of good governance.

While these two cases may seem extreme, some variation on these two themes occurs more often in independent schools than one might think. The key is for all parties-the chair, the board and the head-to be clear about and aware of violations of channels of communications and boundaries of authority. Training can prevent such violations, but when they occur they must not be allowed to continue to the detriment of the school’s health.

John Littleford
Senior Partner