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The Boards You Should Not Emulate

We frequently look at and learn from a range of governance patterns and behaviors that characterize certain independent school boards. Let us give these behaviors a name in order to help boards and heads recognize and be self reflective about inappropriate and sometimes dangerous governance practices and to seize the opportunity to correct them and reverse the trends.

Types of Boards

    • The Factional Board

The tendency on a board to form cliques among friends, neighbors and associates is not unusual, particularly on boards composed primarily of current parents. We all gravitate towards those with whom we share common views and interests.

This board, usually giving little or no thought to the consequences of its behavior, can easily fall into divisive activities and discussions. Some board members begin to sit together consistently or gather in small klatches in the parking lot before and after board meetings to review or rehash the agenda.

These groupings become factionalized when they begin not to represent collegiality but rather specific issues, policies or relationships with the head and/or board chair or each other.

If these sub groups take the next step of communicating their particular perception of school policies and realities to parents or staff they create the impression among constituents that the board may be “split”. At that point, factionalism has risen to a dangerous level.

After its long term, very strong Head retired, a prominent School felt the pangs of transition to new leadership. One core group of trustees, seizing an opportunity to wield some influence, began consistently voting against the tuition increase recommendations of the finance committee. When they were unsuccessful in bringing the full Board around to their point of view, they began to enlist retired trustees, influential teachers and powerful parents to their cause.

Another board faction sprang up with the support of yet another teacher group representing the view that tuition increases should be larger and fund more generous salary increases from year to year.

A gradual downward slide followed. The faculty unionized, parents formed into their own powerful cliques, and some began leaving the School or talking about not returning. The parents called an emergency meeting without the Board and voted to force the Board out and replace it with respected community leaders. In a highly unusual turn of events, the newly constituted Board, which once was composed of parents only, had NO current parents on it. Four parent board members were allowed to attend a part of board meetings as observers only. Factionalism had been perceived as so outrageous that a formerly all parent board opted for an entirely non parent board.

After some years of drift, this School is now powerful, strong and respected once again. Its last two heads have been stellar leaders. Its Board has been a pillar of wisdom.

Most boards form “factions” at various points in the history of a school. If the school is fortunate, either they disband on their own having had little impact or a chair or fellow trustees, well-trained in the principles of healthy board governance, do not allow them to acquire and exercise a negative influence. However, the usual pattern is that to some extent such factions damage board unity and stability.

    • The Board without a Memory

This is a board that has lost its institutional memory due to rapid turnover of key trustees. As each new crop of board members reinterprets the mission, this board is destined to have no true consistent sense of mission or in-depth knowledge or appreciation of history or traditions. This behavior is exacerbated by boards that allow members to serve only two three-year terms; where chairs tend to serve a term of two years or less; where the officers may not stand for election annually without limit; or there are no life time trustees. Under these circumstances, a seven year head has few (if any) board members left who were there when he or she was hired.

It is not surprising that such boards tend to repeat previous errors because few of the current members were serving when a similar event occurred in the past. It is no wonder that at these schools head turnover also tends to be high, adding to the loss of institutional memory. In fact, the loss of institutional memory on boards is the primary reason that so many heads are fired or not renewed.

In these schools, institutional memory therefore usually resides with the faculty and staff. Faculties DO retain institutional memory but their own interpretation of it. This “memory” may not be one that the head and board wish to perpetuate.

At a recent workshop for heads from around the world, this consultant was approached by a ten year Head with no current trustees with more than eight years of service on her Board. Most of the Board was newly appointed in the past three years, many within the past one or two years. While the Head had a long list of impressive accomplishments including substantial progress towards previously set financial goals, the Board seemed to take these tangible achievements for granted. They tended to focus instead on the Head’s leadership style which they characterized as being cool or too “formal.”

A very social parent group intent upon the specific needs of their own children, failed to recognize the huge strides that the School had made under this Head’s leadership and consistently undercut the Head. The Board had neither the knowledge nor the strength and stability to support the Head and her initiatives publicly. This Board behavior was not malicious or purposely hurtful. However, when almost no one in a governing capacity knows fully the mission and history of the School, good leadership often is left misunderstood, unrecognized and unsupported in meaningful and appropriate ways.

Seeing the danger signals, this Head arranged for a future board governance workshop with this consultant for next year. However, the Head recently wrote that her contract would not be renewed after this coming year. The Board appreciated her accomplishments but felt “it was time for a change.” At least thus far, the governance workshop is still “on.”

    • Elected Boards

In these boards, there is or was once a parent cooperative or progressive school structure that led to annual AGM’s, (annual general meetings). At the AGM, board member(s) or some number of them must stand for election annually and be voted up (or down) by the parents and other constituents.

While this structure is more typical of international schools as well as some Canadian independent schools, it also exists in some US independent schools. These boards can become highly polarized based on the issue or theme on which one or more candidates may have run for election. Campaigning for the role of trustee (which tends to happen when there are stresses within the community) and the election itself can further split the new board.

These boards tend to be among the most unstable, lack the most institutional memory, have the highest head turnover, and chairs who serve very short terms. One client school was surprised by a large turnout of a vocal minority of parents who put up their own slate of candidates and succeeded in removing half of the board then running for reelection. Usually the more unstable the political climate of the school the greater is the turnout. The best news for most schools which hold annual general meetings is no or little attendance at the Meeting! That is usually a reflection of parent satisfaction.

In this case, the newly constituted Board of ten members consisted of 50% remaining from the original Board, all of whom were Head supporters, and 50% from the faction which won seats on the Board and who opposed the Head and wanted her fired. One of the newly elected members was a former teacher whom the Head had dismissed, but as a current parent he was eligible to be a candidate for election to the Board. It was apparent that this individual had a core agenda: to replace the Head with himself or with a favorite internal candidate. The board eventually saw the risks and isolated this trustee until he agreed not to run again. Such are the potential dangers of annual parent elections for board members.

    • Relational Boards:

These are boards defined by one or both of these characteristics:

      1. The governance is entirely defined by the personality of the chair and one or two other trustees whose personalities and power dominate the rest of the board and/or
      2. The partnership of head and chair is either too close or too distant and thus dangerous in either case!

Many boards can see domineering behavior in their midst at some point. These boards will be characterized by a few outspoken trustees and many quiet, reserved ones who are not comfortable voicing their opinions. This withdrawn behavior on the part of other trustees will also occur when the head and chair have formed a bond exclusive of the rest of the board and the other trustees no longer perceive the chair as a valued “critic” of the head.

In one client school, a Chair who is widely respected but aloof has continued to control “his” Board through the force of his personality and the acumen of most of his judgments. The School is running well. But it functions essentially as an oligarchy with the Chair having only eight peers. Within that group of eight, three other strong trustees direct all board business. It is an unwritten rule that no board member can be brought on who can or will challenge the Chair’s authority. In such a situation there is really no chair succession plan as no one has the courage to make one. When this Chair steps down there will be a power vacuum as the community will not be prepared for more “democracy”. Some degree of fall out may occur initially as others jockey for position.

At another School, a long term Chair with a close partnership with the Head created a power base that no one had challenged in years. The two successfully withstood many “bumps” and crises and often made decisions without consultation with the rest of the Board. While the School prospered, at the same time, board processes and decision making were infantilized such that when both the Chair and the Head stepped down at the same time recently, the board fell almost into anarchy. Board members, having felt for so long that their opinions were suppressed, behaved as if there few or no boundaries on their actions, and they challenged the head and other board members publicly.

The most dangerous time for a school is when it changes heads, and the second most dangerous time is when it changes chairs.

Relational boards may need to define structures and processes more clearly and rely less upon the board/chair partnership or the leadership of a very few and powerful trustees who may function to the exclusion of the board as a whole.

The “flip side” is that boards are also characterized as “relational” when the head and chair are clearly experiencing tension or distance in their partnership, and the board is witnessing and reacting to that dynamic. In this case, powerful trustees or even parents and faculty may fill the vacuum created by the distant or dysfunctional head/chair partnership. Eighty percent of all governance issues seem to connect back to head/chair tensions. Twenty percent of governance problems seem to connect to a chair/head partnership that is perceived as too close and which excludes other trustees from key aspects of governance.

    • Transition Boards

These are boards that tend over time to repeat the same mistake: They become excited about head searches but pay little or no attention to ensuring a smooth, healthy and politically safe transition for the head and his or her family. Through their actions or omissions they unknowingly shorten the tenure of their head to about three to seven years. The cycle repeats again and again.

Seven years does not define a head’s legacy, and it is not enough time to make a powerful, enduring difference in most schools. And three years in a headship is only long enough to create an opportunity for parents, board and faculty to fill power vacuums.

Transition boards are the ones that just cannot seem to grasp this important fact: head transition takes easily three years (often five) and that even chairs go through a transition period of at least a year or two. Most heads do not take the time needed to get their “sea legs”, may be encouraged (or even forced) to make decisions too soon, and have few if any “guides” on the Board or faculty to counsel them wisely as to political pitfalls in the parent, board and faculty cultures.

Planning for transition is not unlike strategic long term financial planning: the board is planning for sustainability. Transitions can undermine a school’s future potential as much as any financial crisis. The transition committee needs to ensure that the due diligence of the search results in a healthy long term partnership between the head and board. This is the key to the sustainability of boards and schools

One Head hired to a very prominent school was led to believe that his knowledge of and experience with the IB was a major factor in his hiring. He began quickly to shift a conservative tentative faculty from the AP program towards the adoption of the IB curriculum, including all the program, funding, training and mission review that such a decision entails. He launched the program and was fired at the end of his third year.

Under his successor, the School now boasts an outstanding IB program. Much of the ground work was laid by that first Head, but as a result of no transition preparation and no guidance regarding the politics of the culture, the fired Head learned a bitter lesson. It was the Chair who turned on that Head and made the decision to terminate once the culture rebelled and signaled that too fundamental and broad a change had been undertaken too quickly.

This consultant was invited to another school where a strategic planning process had caused turmoil as teachers used it as a tool to undermine the new and unfairly unpopular Head. The Head was still in his transition phase and had not yet developed the political capital to withstand the reaction to the changes already undertaken. The strategic plan provided a voice and an opportunity for a strong faculty reaction. The Board was undermined as teachers crossed “boundaries” (a key governance concept), and the Head appeared on the brink of being fired.

A workshop on governance occurred, and the beleaguered Chair took heart and seized upon that opportunity to demand board discipline and ensure support of the Head.

    • Reactive Boards

Reactive boards are not analytical, do not think clearly under stress or in a crisis and lack wisdom, the most important quality that should be sought in board members.

Reactive boards often create crises rather than manage them or learn from them. These boards may behave as “hysterical” boards, and more often than not are parent dominated where “wearing the parent hat” is the behavior that drives the decision making.

In one recent client school, the Booster Club was increasingly upset that the soccer team did not have the winning record that it had boasted in the past. In response to pressure from this Club, the Board formed an athletic subcommittee, and then at the same time arts and academic subcommittees. The purpose of these subcommittees was to “investigate” by holding focus groups with parents, students and alumni to determine why the School was not garnering more victories, awards and scholarships.

Eventually the issues and forums of these subcommittees drove even the Chair to distraction, and he ordered that all three be shut down. Few chairs would have the courage to make that reversal. Somehow both he and the Head survived that decision.

    • Boards Managing Change

These boards press the head for too much change, set too many goals for him or her or simply do not understand the need for the head and board to manage change carefully, thoughtfully and often slowly.

These boards are often dominated by business leaders who are accustomed to fast paced change and view it as the formula for progress and success in any organization. While this consultant advocates often for more “CEO types” on an independent school board, these same corporate types may push a head too soon into undertaking strategic planning often immediately after hiring him or her. New heads and their schools are better served initially by an “entry” plan, not a full-blown strategic plan process.

These same boards may push for corporate, performance based compensation structures and more accountability based evaluation systems in school cultures that are openly and innately antagonistic to these themes unless they are presented very carefully. That is not to say that these boards do not have the right to insist, as a matter of policy, that the administration review the school’s compensation delivery systems and the substantive nature (or not) of teacher appraisal and evaluation processes. However, a core prerequisite for changes of this nature includes a review of these issues by the head and his or her management team in the context of a particular school culture. Otherwise it will backfire. And it often does.

Rather, change must occur in a way that fits within the comfort zone of the faculty culture and sometimes within the parent and alumni cultures as well. Such change can be brought about successfully and there are many examples of it. But the key is managing the anxiety as well as the process carefully.

    • Incident Based Boards

These boards seem very healthy. Its trustees go through governance training and attend professional workshops. An incident then comes along which prompts a crisis. The incident is often a student centered disciplinary matter such as the expulsion of a child for drug use, perhaps even the child of a trustee. Or it might be an incident like the departure of a popular teacher or administrator or some other “event” that may not have been anticipated or preventable at all.

How the Board reacts to such an incident, accident or event is a true mark of the maturity of a board. Unfortunately, many well known, wealthy, stable schools have gone through major melt downs as a result of how the board reacted to a particular incident. A course in “incident’ management and not just risk management might be useful for most boards.

In one case, the Board wanted the Head to appoint the beloved Assistant Upper School Head to replace the current unpopular Upper School Head because the Assistant appeared about to land an upper school headship at a competing school. The Head gave way under board pressure. The parent board members were pleased with the outcome until they realized through the grapevine that teachers were now paranoid that they could be “next”, i.e., all of their contracts, tenure and experience could be thrown out the window if an active group of parent trustees took a disliking to them or preferred someone else.

While process did not prevail at the outset, process has become now a byword for school conduct. An important lesson was learned.


All independent school boards engage at one time or another in the behaviors noted above. Nearly all are comprised of board members who cannot help but bring to the board room at times the narrow interests of their own children and their own professional experience despite their good intentions. But some boards become characterized by patterns of those inappropriate behaviors over time or give in to extreme examples of them.

Truly healthy boards engage in annual governance training and develop a very strong committee on trustees which vets and screens potential candidates carefully and does not shy from the difficult task of disciplining errant trustees when necessary. They also take a long hard breath, often seeking outside objective counsel, before they launch themselves on a potentially hazardous or risky course of action which could damage the long-term health of the school if it careens into one of the pitfalls outlined above. Wise boards take action to guide the school down paths which avoid these traps.

John Littleford
Senior Partner