Recently, a client sent this Consultant the following note.
Over the last several days, we have learned that certain “concerned” members have organized a group with the intention of removing some or all of the Board. We have further learned that this group has sought members’ signatures to call a General Meeting, the sole purpose of which is to remove the Board. The formal removal of a Board is a method used when board members or the Board as a whole have committed egregious acts, failed to fulfill duties or have fallen into a conflict of interest. Clearly, none of these is the case.
Though the Board has achieved many successes this year, especially in the areas of finance, fiscal management, control and governance, it continues to be plagued by the effects of seemingly unpopular policy changes in the dining room. Perhaps we changed too much too quickly, and should have communicated the vision more effectively. But, I assure you we forged ahead with the best of intentions. Though I believe we did an exceptional job delivering our mission statement, it appears it is no longer an accurate statement of our purpose.
The “Concerned Members” say it themselves: “no problem with the core operation.”
Unfortunately, these feelings have been further fueled with gossip, rumored terminations, misinformation, and accusations of micro managing. Though we could refute every allegation, what would we achieve? Members have likely heard enough and just want not be mired in a political debate.
A General Meeting to remove the board is an extreme remedy to deal with this matter. No one has done anything egregious. So, to avoid an otherwise divisive and confrontational General Meeting, and in the best interests of all, I hereby tender my resignation.”
What School is this? It is actually a Country Club Manager responding to the events noted above. But this Consultant has seen similar letters throughout the world coming from heads of schools to their boards, and often responding to “concerned parents” or “concerned alumni” or “concerned faculty.”
A few years ago, these kinds of “concerned” notes might appear on the bulletin board of the faculty work room, but increasingly they appear on the Internet, in blogs, some of which are vicious in tone. Or they may appear simply as an e mail “blast” to the entire board or entire parent/alumni community. I have seen one on the community page of a local newspaper where disgruntled teachers took out an ad to attack the administration and board.
There are messages in the letter above that have equal relevance to schools as well as other organizations, profit or nonprofit.
The “concerned” members’ tactic is an old one. Often the “concerned” parties do not sign their names so we cannot ascertain whether there is a strong movement afoot or there are simply one or a few disgruntled individuals.
The “General Meeting” reminds this Consultant of the Annual General Meeting (AGM) that takes place in many schools in Canada and worldwide. These can be simple, sparsely attended sessions, which is actually a good thing. A crowded annual AGM usually means trouble as some angry group of parents and/or staff is attending for the purpose of berating or overthrowing the board or school leadership.
Managing constituent relations is a key responsibility of school and other nonprofit leaders and their boards. Not managing them well leads to frequent board turbulence which spills over to the school or the nonprofit. The same holds true for the leadership of for profit companies.
The comments about pace of change in the letter above are key and on target. Many new heads are fired early in their tenure because they change even the seemingly most minor procedures or policies too quickly, often at the board’s insistence. When the new head has not yet built up enough political capital to institute some basic and often needed changes, the rank and file faculty will become riled, feeling that the new leader does not understand the mission, culture or traditions. The comments from the manager above about healthy governance and a healthy fiscal structure can mean little to those most attached to “the way we have always done this.”
One new Head of School arrived to find a mascot that she felt was a throwback to an earlier time and symbolic of historic rivalries. By suggesting a possible change, she ignited a firestorm. Her good intentions were not respected and she was criticized for being an outsider who did not understand the local culture.
The letter above illustrates two out of the three reasons that heads/directors are “fired”: managing the type and pace of change poorly (even if the board demands the change); and becoming the scapegoat in an incident that simply takes over the life of the school or entity. The third reason (and the most common one) is a lack of institutional memory on boards due to frequent turnover of trustees which could have played a role in the case above as well.
How to Avoid the “War”
Schools go to war with themselves when the well intentioned, highly emotional board members or constituents wreak havoc when they cannot listen openly to another usually broader point of view. In our previous Newsletter article entitled “Who Fires the Head” we talked about a case of a long term Chair and Head. The Head was in danger after the Chair was forced out in a skillfully orchestrated coup d’�tat. The person who engineered that result has now resigned from the Board, leaving the Board healthier and the Head with possibly a longer tenure. That Board member had often manipulated parent opinion to further his own goals which I am sure he felt were aligned with the best interest of the School.
Annual sessions on board governance can help avoid these problems. Many schools assume that they only need governance training if they are in trouble and that “generative” thinking is the next new horizon in board governance. In this Consultant’s experience governance training for all boards should occur annually, and “generative” thinking on the highest strategic level occurs only when boards are truly wise and mature enough to rise above the petty issues that challenge them often. Even the oldest, wealthiest schools with powerful board members fall into the trap of not knowing how to manage real or perceived constituent unrest.
Here is one final piece of advice: always have at least one to three CEO’s of publicly held companies on your board. They tend to have the training to see the larger picture and have a more long term strategic vision. Most of our boards are dominated by good hearted and successful lawyers, financiers, accountants, marketing and HR people, but they do not have even one CEO of a large publicly held company serving. This speaks again to the key role of the committee on trustees/nominating committee.