The Role of the Chair: The Promise and the Price

Three vignettes prove interesting in the analysis of the role of the board chair. We describe below three schools: a day school case; a boarding school case; and one successful day school case that to us represents a worthy model of the chair/head relationship and good governance overall.

1. Crisis in the Day School Setting

The board chair of a K-8 day school told me recently he was not sure he could complete his two year term. Why? The job was consuming his time beyond his reasonable expectations and interfering with his professional and family life. He listed activities, calls, contacts and meetings that appeared to be way beyond the normal purview or responsibilities of a chair. He agreed with my opinion that he was being invited to micro manage, being consulted too often by the head and even by the head’s senior staff, and that he did not need to attend every subcommittee meeting of the board. However, this was the mode of governance to which the head and previous chairs had become accustomed, and it was now the definition of the job. Thus, almost no one wanted the job, and he now regretted having taken it.

1. Crisis in a Boarding School Setting

In a conversation some time ago with a long serving chair (working with a head of a similar length of service), the Chair mentioned that his philosophy was to let the head “run the school” and “stay out of his hair.” Board meetings had been reduced at this boarding school to two annually on weekends. They had become mostly social gatherings, alumni fun and a parade of school events and successes designed to impress the Board. The Chair admitted that he now felt out of touch with many of his fellow trustees and did not know the senior management as he once did. Yet he enjoyed his partnership role with the Head, whom he trusted implicitly, and he appreciated the prestige of the chair role.

1. The Day School Chair Resigns

In the first case above, the Chair inherited a Board culture that was functioning more like a parents’ association board than a governing board. The Board was monitoring fund raising events and volunteers rather than focusing on strategic policy and financial issues. Inappropriate topics relating mainly to day to day school operations dominated the Board and its discussions. The Board had lost sight of its charge to keep the mission of the School alive from generation to generation.

The Chair could not have fathomed serving three years, much less two. Yet a chair term of even two years barely enables the formation of an effective partnership with the head.

Toward the end of his first year as Chair, a scandal involving the social power and influence of a small clique of 8th grade girls and their bullying of a particular child led to the Chair’s prompt resignation and a parental attack on the Board. The bullying was in reality more of an “incident” and an unfortunate common problem in schools. The board response to the “scandal” was disproportionate to the event. This all parent Board reacted hysterically and, consequently, invited the wrath of the parents. The Chair had finally been pushed to his limit.

1. The Boarding School Chair Resigns

In the second case of the long serving boarding school chair, the Chair and Head became mired in two years of first alumni and then parent and community accusations of insufficiently monitoring the behavior of a group of boys who were rumored to have sexually abused one or more boys over time. The Board, when confronted, allegedly ignored the problem and supported the Head without exploring the depth of the issue. The Chair seemed out of contact and out of touch with both his own Board and the powerful response of the community to the topic. He was deemed as having let the Head have too much leeway. He resigned under fire.

1. Lessons Learned for These Two Chairs and Boards

In both cases, devoted, loyal and hard working chairs ended their tenure under stress. In the first case, the proper role and scope of the chair were not defined, leading to overworking and overwhelming the Chair who was trying to lead a micro managing parent social group. In the second case, the School became mired in controversy due in part to insufficient board supervision or at least insufficient pursuit of key questions that needed to be asked of the Administration by the Board about a brewing and then expanding crisis.

Chairs of independent schools are not paid for their role. Well, almost all chairs are not paid! The few that are represent unique circumstances. Rather, chairs are expected to lead in charitable giving, in donation of their time, and in the affirmation and support of fellow trustees and the head. Assuming the role of chair, especially of a prominent school, is a feather in the cap professionally and personally to many chairs. To some, it is the epitome of repaying their alma mater for some of the love and respect which they gained from attendance as a student. To others, it is a role by which they serve and support the school attended by their children or even grandchildren. However, no matter what the motivation, a chair needs proper training and more than his or her share of the “right stuff” with respect to leadership skills.

1. The Training of Chairs

Today, the role of chair of the board of an independent school needs more careful cultivation, screening, orientation and training than ever before. Those who hold the role need to be evaluated annually by their boards. They need to lead but also listen and know when to end or postpone an unproductive or unhealthy discussion.

Today’s chairs need more than a dollop of strength of character as for many, a challenge or crisis will come along that will test their political and even moral courage. These crises might be an attack by disgruntled current or past parents, alumni, or faculty on issues such as compensation of senior administrators, the firing of a popular teacher or the school’s investment management policies. They might entail management of risks ranging from ensuring physical security for children at school, dealing with contagious disease, handling a scandal, sexual harassment, or addressing school attitudes towards alternative lifestyles. Internal and external communications from the Board and administration about decisions and policies on these and other sensitive and highly charged topics are crucial and impact the stability of the institution.

Heads needs chairs who are kind, thoughtful, nurturing, supportive, and wear “iron pants” when the head or school is challenged. They need chairs who will critique them privately while supporting them publicly and who will guard against inappropriate trustee “boundary crossing” and micro management. At the same time, these chairs are ensuring appropriate trustee focus on the key strategic, policy and governance questions that can sometimes be the defining moments of leadership of great chairs and great boards.

1. A Model to Consider: The Third Case

One client school is among the best known and most highly regarded in the world. Heads serve for many years with a twenty five year term being fairly typical. The School is very well endowed, enjoys a great legacy and takes pride in its many successful alumni. Chairs serve 4-7 year terms. Trustees in general serve much longer than the proverbial two three year terms that are the norm. These shorter terms co-occur, in our experience with high trustee turnover which in turn undercuts and damages the institutional memory and fiscal and emotional health of many of a nation’s independent schools.

One might expect that with long serving board members, chairs and heads that the “hands-off” governance model described in the second case above could occur at this third school. It is possible, but it would be extraordinarily unlikely. The reason: the power of appropriate oversight.

This third School’s chairs consult their fellow trustees regularly. While powerful, the executive committee is not seen as being an exclusive club that makes all the decisions, causing the rest of the Board to feel like a rubber stamp. The Head, while powerful and highly respected and now increasingly long term like his predecessors, is held accountable consistently. The management team interacts often with the Board and feels the demand from the Board for accountability to the Head and indirectly to the Board.

Sometimes the challenges or questions presented by the Board make the Head uncomfortable. He has shared these reservations with this consultant. He has wondered whether the Board or the Chair truly trusts his leadership. Ultimately, he has come to know that they are indeed trusting, but that the historical behavioral pattern of the Board is to press and push even while still focusing mainly on strategic issues. This is not to say that at times the Board has not micromanaged. It is rare but does occur. The Head is confident enough to listen and often pushes back.

While governance at this School is not perfect, it has seemed to this consultant to be better than most. It offers a fervent Board desire to enable a head to succeed long term. The Board wants the Head to build up a legacy of contacts, fund raising opportunities and to provide steady and consistent leadership. At the SAME TIME, the Board has not and does not take its “eye off the ball” in a process of sometimes “picky” supervision of this Head, who is admired, respected, liked and appreciated but still held accountable. Complacency has not set in.

Chairs at this School are proud to serve, and deem it an honor. Heads who serve feel the same way. Their partnership is to further the mission. To fire a head would be an incredible admission of Board error and mismanagement of great talent. No one can remember a head being fired. The delicate “dance” which this Board and Head undertake and which preceding Heads and Boards of the same School have undertaken as well, poses an interesting model for the world of independent schools.

When the head and chair do not practice good governance, the impact on a school’s culture and effectiveness is disproportionately negative. When heads and board chairs recognize appropriate boundaries, pay attention to their roles and responsibilities and put the welfare of their schools and students first, the effects are overwhelming positive. All parties should take the time to learn their proper roles and then practice them.

John Littleford
Senior Partner