Healthy board governance begins with understanding the difference between what falls under the purview of policy versus management and strategic versus operational. What are the gray areas between these domains? Where do they overlap and how can the head and board share these areas appropriately?
One of the main goals of our governance workshops worldwide is to make sure that everyone in the room (heads and board members) understands and supports boundary rules. Boundaries often are crossed inappropriately in either direction by parents to board members, teachers to board members, alumni to board members, etc. When these boundaries are violated, it makes it very challenging, frustrating, and sometimes exasperating for heads to know how to lead and manage a school.
Operational boards do have patterns: they are more parent dominated than alumni dominated; they are the boards of elementary day schools more than of secondary schools; they are day school rather than boarding school boards; they are more common when there are no board members who are CEOs but are mostly professionals. However, certain key functions of the board do overlap with management and the main one is strategic planning.
The three primary roles of an independent and international nonprofit board are ensuring mission integrity; engaging in fiscal oversight since salaries and benefits can take up 50% to 85% of the budget; and hiring, evaluating, nurturing, and guiding the head of school. Strategic planning falls in the realm of both board and management because while it is mainly in the board’s domain, management ultimately implements the action plans and is responsible for meeting the Key Performance Indicators. Management needs to be integrally involved in generating the strategic goals, but the board also needs to be closely engaged in leading and determining those strategic themes.
In their role of fiscal oversight, boards generally know little about how the benefits package works, or how the salary system (if there is one) pays teachers, or whether either is related to the mission. They also have a right to know if there is an evaluation process in place for teachers and if it is practiced and to what extent. While boards do not have a right to know the salaries of individual teachers or to see their individual evaluation outcomes, they do have a right to know and understand how these systems work and whether they are mission-based, financially viable, and working effectively.
The only communication that board members should be having is with each other and with the head of school, its sole employer. These conversations should be confidential. All other communication channels should be closed. We also advise against any board “portals” where board members and stakeholders engage directly because while these systems may be well intended, they result in a constant violation of the boundary rules.
When a parent friend of a board member calls that board member to complain about the 5th grade math program, how should the board member respond? Let’s assume these two are friends and have a child in the same class. Listening too attentively can lead the parent friend to believe the board member agrees and will take their issue forward to the head of school or even to the board level. The board member should urge the friend to use the chain of command of teacher first, then department chair, then division head and then the head of school. The board member should not encourage that parent, if still unhappy, to take the issue to the board. Instead say, “You have gone through all the proper channels, and because this is a curriculum or teacher specific issue, it is not within the purview of the board.”
III. Channels and Boundaries: Communicating with Parents
At every parent back to school night in the fall, it would be wise if the chair stood up in front of the assembled parents and introduced all board members in the room followed by making a statement such as: “Our role as a board is to ensure the integrity of the mission, perform fiscal oversight and guide and evaluate our head. All other areas of program, curriculum, personnel, operations, and facilities fall under the aegis of the head and his or her staff.”
It would be wise as well for a school to include in a monthly newsletter to parents a segment “from the board” which would include a blurb that the chair or the governance/COT chair writes about one of the important rules of best practice in governance. Over time, parents will become more familiar with what is, and what is not, the role of the board. Then those violations of boundaries and channels that bypass the head and senior administrators should become fewer.
Day schools should hold five to eight board meetings annually with each lasting about two hours. The first hour of that two-hour meeting should cover normal board business and the head’s report and subcommittee reports. All reports should be sent out at least 8 days in advance and everyone should be expected to read them. The second hour should be a discussion of a strategic theme, agreed upon in advance, and not requiring any immediate action. The chair and head normally select that strategic theme.
The chair should always ensure that every person in the board room speaks or is called upon to speak before the meeting is over. Otherwise, the “real” board meeting happens on the way out of the board room in sidebar conversations.
Observing boundaries and channels means keeping the meetings short and targeted. Most board members today tell this Consultant that the content of board meetings is only 50% strategic. The parent hat or other pressing social/cultural issues then take over and prompt board members to micromanage the administration’s response to an issue.
The fewer subcommittees the better. They key ones are: Committee on Trustees (Governance), Finance and Audit (or separated), Head Support; Advancement/ Development, Facilities (which could be under Finance), Strategic Planning which could also be an ad hoc committee, and DEI which must be carefully defined as to its purpose, desired and measurable outcomes, and whether it is a standing or ad hoc committee.
Generally, it is not a good idea to have these subcommittees: Education or Academic, Personnel, Athletic, School or Religious Life, Marketing, etc. These tend to draw parent board members into operational issues and thus become quite intrusive over time.
Channels and boundaries are key words to use in board orientation and ongoing annual training. They serve as a good reminder to board members of how healthy generative/strategic boards function.
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