Ideally, the “Principles of Good Practice” should line board room walls, or least the most powerful eight of those twenty nine principles. They form the gospel of good governance.

In this edition we continue with actual examples of schools that have experienced common forms of stress, crises and unfortunate constituent and/or public relations fall out from the actions of individual board members or boards as a whole. Most of the problems could have been avoided if the Principles of Best Practice espoused by NAIS and by other national, regional and international governing organizations were honored more frequently. This is especially true when it is obvious that an incident or event could and should have been measured against those core principals.

1. Withdrawing the Trustee Child

In a small elementary day school, several board members over the past few years have withdrawn one or more of their children to send them to other local schools. These withdrawals have upset the head, and they could have affected the decisions of some other parents, who look to the Board’s example, about whether to re-enroll their children. It has also raised a question about whether these trustees should remain on the board.

Part of the pattern and the problem is the understandable (yet unfortunate) tendency of parents to feel they must jump ship from their prized elementary school in order to gain access to the local K-12 or 7-12 highly competitive, desirable and fully enrolled independent schools. It takes concentrated proactive internal marketing to overcome this tendency.

In this case, several board members who love this progressive school withdrew their children from grades 3, 5 or 7 to ensure placement at the next level. The trustees told the head and others that their decisions were not for lack of support for the School. Yet the larger community’s perceptions of such actions are very powerful and can result in “fallout”.

This is a classic conflict of the need and obligation for parent trustees to support the School publicly and privately versus their natural tendency to wear the “parent hat” and look out for what they believe are their child’s best interests.

Should these actions have any impact on whether the trustee stays on the Board? A good standard by which to answer that question may be these key points:

Lessons learned:

1. Trustees are role models for other parents. They are the cheerleaders who need to express support and enthusiasm for the school publicly. The most obvious form of this is keeping their own children in the school.
2. Trustees should not feel compelled to resign from a board on which they serve if they remove a child under one of these conditions:
   • The trustee is a graduate of the School on the board of which he or she currently serves. As a graduate, the trustee retains the perception of loyalty even after the child has left.
   • The trustee needs to send the child to a boarding or other school that specializes in programs that the current school cannot provide. This explanation is obvious and easily understood.
   • The trustee has other children remaining in the school. This last circumstance is quite sensitive. The withdrawal pattern cannot be recurring.

This situation may ultimately test the will and mettle of the Chair of the Committee on Trustees and/or the Board Chair. It is the responsibility of the Chair of the COT to evaluate annually trustee performance, and the Board Chair is the disciplinarian of last resort.

1. The Trustee(s) Who Cross Boundaries: Two Examples

There is a case of a highly regarded day school of 1800 students with a 45 year history. In its first 20 years, it was guided by a strong and capable leader. In the next eight years there were five heads of school. In that constant pattern of head turnover, the inevitable power vacuums were filled by teachers, parents and board.

Each time the board asked a new head to restore some degree of central authority and the new head attempted to act on that mandate, the teachers went to the parents who went to the board who undercut the head to whom they had given this mandate. This is a common and unfortunate pattern in many schools. Thus several heads were fired in short order.

During this highly unstable period, the teachers formed an internal “union”, and the board split into factions, each of which had its own opinions about basic curricular, financial and personnel management. In order to ensure that their own goals prevailed, these board factions aligned themselves with specific parents and parent groups and some of the most outspoken faculty. Informal coalitions were obvious to even the casual observer.

Most of the parents eventually realized that inappropriate “board/parent” behavior was destroying the school.

The parent body met WITHOUT the board present and without an invitation to the board members to attend. Regardless of the by laws, 800 of these parents voted to remove the board members, abolish the current structure and replace it with a board of “wise men and women” who CANNOT be present parents at the School. Whether it was legal or not, the outcome held.

Today this Board has six “TRUSTEES” who are the power of the School and may not be current parents. They are chosen mainly from community leadership positions. There are also four parents who are invited to serve as observers at board meetings but must leave when the trustees go into executive session. The head, however, is present always.

The ship is sailing now on calmer waters, fundraising is more successful, the teacher unrest is less and the latest head is having a successful “run.” It was truly amazing to see an all parent board be thrown out by all the parents!

Lessons learned:

1. Parent trustees are often the most enthusiastic and committed, but can also be among the most conflicted. This is one of the common conundrums for independent schools.
2. One of the most crucial trustee imperatives is to learn the skills associated with recognizing and acting on the importance of “channels” and boundaries.” This means not engaging in conversations with staff, parents or alumni which may polarize opinions, split the board, create or nurture factions on the board or undercut the head and chair. These outcomes often result from the personal networks that individual trustees may have built with individual teachers or constituents.
3. Annual board training is essential to remind even the most savvy trustees of the dangers of violating the boundaries of authority and channels of communications.

One school appointed a new head whose style was the polar opposite of his predecessor. The former long term head was a sociable fellow. He and his family actively participated in community activities. He tended to show some favoritism for men over women in appointments and compensation, avoided conflicts, and yielded to private deals with the most aggressive teachers who skillfully negotiated with him. Although not a curriculum expert, he was much loved by the faculty for his style, compassion, and bonhomie. A few perceived him as manipulative in order to hold onto his power resented him.

He retired of his own will, and the board chose a curriculum oriented, articulate but less personable head. This individual was brilliant, an eloquent speaker, a change agent, but also lacked the finesse, charm and personal qualities to build essential political capital first before moving to undertake change in sensitive areas.

Within two years of the new head’s arrival, board members and teachers were chatting inappropriately about the head’s style, weaknesses and likelihood of having his three year contract renewed or terminated.

The teachers often looked after the homes, children and pets of trustees, used their vacation homes and enjoyed other favors. Unguarded conversations by phone were commonplace and dangerous. Some trustees or their spouses began to ask prized teachers (some of whom were angered by the new head’s challenging their prior deals) about their opinion of the new head. These teachers offered their views that the new head was unpopular and not a good fit at the school. One trustee spouse commented that he knew his wife was not going to vote for the renewal of the head’s contract at the next board meeting.

This word soon circulated among the entire faculty and then to the new head’s own office through the head’s secretary.

Lessons learned:

1. Conversations between board members and faculty, while occurring seldom in some schools and frequently in others, can be a purposeful exchange of gossip, confidences and other information which undercuts appropriate channels and boundaries. The trustees employ the head. He or she is their only employee. The head hires and supervises the staff. Direct communication between the head’s boss, i.e., the board, with those who work for the head can lead to an unintentional (and sometimes intentional) undermining of the head’s ability to lead effectively.
2. Conversations between board members and fellow parents are even more common and most often are innocent. However, once a parent becomes a trustee a new “wall” must go up (even with non parent trustee conversations with parents). What had passed for innocent or gossipy banter in previous roles takes on a whole new dimension when the parent is now a trustee and the head’s boss.
1. The Trustees Who Hold “Side-bar” Meetings

One of the challenges trustees have always faced at the country club, cocktail party, and now through the use and ease of e mail, is to know how to avoid engaging in mini board meetings of sub groups. The danger is that the “real” conversations occur after or before the board meeting but almost never AT the board meeting.

At one client school, board meetings are no more than 60 to 90 minutes long. No one seems to raise any real issues, and the trustees do not engage regularly in substantive provocative dialogue. Typically, the head and chair each gives a report followed by a mind numbing update from the finance committee and occasionally by a development or other subcommittee report.

Because of the lack of conversation and debate at the board meetings, the real governing issues are discussed before and after the meetings. The executive committee or a coterie which the rest of the board regards as the “insiders,” makes the key decisions. Conversation and deliberations are occurring but not at the right time, in the right place or in the right way.

Lessons Learned:

1. Board meeting length, topics and tone convey immediate signals about the health of the board.

Board meetings should not be fewer than five annually for day schools or last more than two hours on the average. If the board meets only quarterly then longer meetings may be appropriate.

Boards that meet less than monthly and regularly for less than 90 minutes may reflect the reality that the leadership lies in the hands of just one or a few trustees, and the rest are bystanders or window dressing. When the majority of trustees are fund raising and good will ambassadors, and they begin to SEE themselves as such BUT really WANT a more active role, the trouble begins.

On the other hand, board meetings that occur monthly and routinely last for three or more hours often signal micro management, inappropriate intrusion into the daily life of the school, poor chairing of meetings and/or the inability to shut down a few overly talkative or dominant trustees.

1. 2. The Executive Committee is an important and legitimate committee. It has appropriate use as a sounding board for the head and chair but must not become the real decision making board. (The exception is boards larger than 25 or 30, and then the executive committee usually IS the real board.) Executive committees need to have enough turnover to allow for access and new ideas. Except in “emergency” situations, it needs to seek total board input before key decisions are made.
1. Board Members Who Subscribe to a Different Standard of Behavior

Not long ago a trustee family of a client school hosted an end of year party for 11th and 12th graders at which beer was served knowingly and with the support of the trustee parents. Their belief was that it was better to serve alcohol with parental supervision and to identify non drinkers, who were to be the “designated drivers” for students needing transportation home.

A number of the students brought pocket “flasks”, and the party became the setting for more drinking and needed monitoring than the trustee parents had envisioned or could manage. Upon leaving the party, one student driving alone and not wearing a seatbelt hit a tree and was killed. An autopsy found the legal definition of intoxication. The parents of this child sued the trustee parents who hosted the party. The trustee parents lost and are appealing but are likely to lose that appeal.

This example underscores the importance of schools stating and reinforcing to parents the law and the consequences of violating it AND how the trustee parent is a powerful role model for good or bad practices.

In another case, the head of school picked up signals from the soccer team doctor that a student appeared to have been high on marijuana during tryouts. There was no proof, only an observation reported to the Head.

Subsequently, a student reported to the head that several of the same boy’s concerned friends saw him using harder drugs on the weekends. While these incidents did not occur on “school time”, the friends were sincerely worried about the boy.

This young man’s mother was a trustee and his father active in the booster club. The father was also one of the most generous donors within the community and a prominent area attorney. The head took the risk of mentioning the matter to the parents, even though he lacked proof. The parents responded that they were highly offended and could no longer support the Head or the School. The Head was later fired.

Three years later the Head learned that the young man overdosed at home. The parents were shocked and devastated. The head made the right decision, paid the price and ultimately the parents paid the much bigger price.

Lessons learned:

Only one: Boards members are not “above the law” or the appropriate rules.

1. The Board With More than One Employee

While is it clear to most boards most of the time that the Board hires, evaluates, rehires or fires only the head of school, there may be a position or two where the board would really prefer to hire its own appointee. Most often this will be the business manager, Chief financial officer or in rarer cases the advancement or development director.

In one school, a long term head hired from within the faculty had a gradual falling out of his equally long term chair. The chair began to push an agenda of the board’s new members: ensuring more substantive teacher evaluation and the removal of “weak” teachers.

The head in turn felt a commitment and loyalty to his faculty, most of whom he had appointed. Even though the faculty was unionized, the chair got wind of “exceptional” contract arrangements or private deals with certain key teachers. These arrangements piqued increasingly the curiosity of the board chair and some fellow trustees. Mistrust began to grow between the parties.

The board decided to hire a new CFO, answerable directly to the board, evaluated by the board, with the annual salary to be set by the board through the chair. There were now two centers of power. While this situation does exist in a very few schools, it is almost never a healthy or workable structure.

The head began to build his protection and loyalties through the teachers and union while the board began to build its own knowledge and power base through the new CFO. An eventual collision and unhealthy falling out was inevitable.

Lessons learned:

1. While the head must keep the chair and board informed and knowledgeable about compensation and evaluation structures, systems and overall polices and patterns, individual trustees and even the chair must be careful not to try to influence overly the behavior, evaluation or compensation of any employee.
2. The board employs only the head. The head may choose to consult key members of the board and the finance or development committee in hiring a new CFO or advancement director, but this is a political judgment. It is NOT a trustee right or privilege, nor should it be.
1. Summary

Examples of healthy and unhealthy board governance behavior are becoming increasingly more sophisticated, complex and political. This is all the more reason to review and enforce consistently the Principles of Good Practice annually and to turn to objective outside assistance both in times of crisis and regularly as a preventive proactive measure.

John Littleford
Senior Partner