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What “Rogue” Board Members Can Accomplish

Several years ago our Firm worked with an international school with a parent-elected Board. This was an angry, divided and dysfunctional Board. The Annual General Meeting was a placid event until the issue of the Head’s contract renewal was raised. Faculty, who could all vote in the AGM, showed up in numbers to support the Head. However, a number of parents led by an angry sub group of the Board were determined not to extend her contract.

The resolution was the appointment of a gracious new Chair who supported the Head. The resignation of a few Board Members who seemed to have a personal grudge against the Head also helped immeasurably to restore the Board to health.

Fast forward 5 years. The same School and Board are back in crisis. The Head (a new one) is threatened and the Board is divided into two factions again. Now the issue is whether the Chair (who supports the Head) should be removed. Why? Because that Chair tried to remove the same “rogue” Trustee who five years before bounced the previous Chair. This challenging Board Member has wanted to be the Chair for the past 15 years but his controversial style cannot garner full board support even though he is seemingly popular with parents. His selectively employed charm and ability to manipulate fellow Board Members have resulted in the latest 4 to 4 split on the Board over the Chair’s tenure.

This Board is unwilling to undertake any kind of governance assistance or outside intervention because four Board members are suing to remove the Chair. The Head is wondering about his future and his security. The Chair has had difficulty trying to remove the errant Board Member because that individual is a parent-elected Trustee protected in part by local law. The Board Member’s response: campaign for three more votes and attempt to remove the Chair.

How is the same person helping to destabilize this Board again for the third time in fifteen years? One board member can bring down or almost bring down a board if the individual is clever enough and his/her manipulation is not as evident to his friends and supporters as it is to other board members.

Another international School brought onto its Board someone who clearly wanted to be Chair and felt strongly that the incoming Chair was not as effective as he would be in the role. He was wealthy, charming, bright with plenty of time to offer. He made some positive contributions as a Board Member although he challenged the Chair on most themes. His antagonism towards the Chair and his own desire to lead the Board became increasingly obvious.

At the same time his overstepping behavior as a parent caused teachers to report him to the Head and prompted them to research his past in order to find information that might discredit him as a Board Member. The Board Member resigned but continued to challenge the makeup of the Board and find a way to regain his seat. The School became engaged in a distracting legal battle.

These cases might seem unreal. But all such situations seem unbelievable at the time as insiders and observers wonder “How could this happen to a great school?”

All boards and schools are one possible step away from a crisis due to the misbehavior of potentially only ONE board member who was not vetted carefully or became focused inappropriately on his or her own agenda. These individuals can feel justified in bringing down a head or a board and even potentially an entire school in order to advance their personal goals.

We have seen this behavior so many times that it has prompted our Firm to push more ardently for board development including careful and diligent cultivation, screening and vetting of board candidates and for annual board training. Enforcing ethical standards and codes of conduct needs to become the norm for all governing boards. This includes annually signing pledges to maintain confidentiality, abide by the code of conduct, and avoid conflicts of interest including situations that may involve one’s own children and spouses.

The cases above give new meaning to the “rogue” board member and also call for new protocols for the growth, development and maturity of boards. These include gradually phasing out the AGM parent-elected board. Worldwide those boards are trending towards more of a hybrid self perpetuating board with at least one-third to one-half appointed by the board itself and with the members staying longer terms and creating institutional memory. Many boards need to take a hard look in the mirror and assess whether they can do better. Most can.

However, “rogue” board members occur as well in self perpetuating boards. Avoiding a parent election process only solves some challenges. Ultimately it is the process for choosing, screening, orienting and training, evaluating, warning and removing errant board members that can help schools and their leadership truly remain “safe.”