James was a veteran school board member, so veteran that he thought he’d seen it all. But apparently, not quite. This latest issue to come before the board took him and, it appeared, the other board members entirely by surprise. Indeed, the issue was so unprecedented that the board members weren’t even sure that the issue was for the board to address and decide. And so, they did what they usually did with new board issues. They first turned to the organization’s governing documents to ensure their responsibility and authority. They then turned to the school leader for any wisdom or experience the leader could share on whether the issue was indeed a board issue, as the governing documents made it appear. Once assured of their responsibility and authority, they began their deliberations, as usual with respect for one another’s views and a clear eye to the school’s mission and the potential long-term impact of their decision.
Authority
School boards have the authority and responsibility to govern their institutions. They draw that authority from different sources depending on the public or private nature of the school and the school’s level. Public elementary and secondary schools are generally creations of state statutes or constitutions. Legislative schemes create districts under boards, with the authority and responsibility to establish elementary and secondary schools to serve the district’s residents. Public colleges and universities may likewise be the creations of state statutes or constitutions under boards, with the authority and responsibility to govern the public higher-education institution. Private schools at all levels are generally non-profit corporations formed under state law, likewise governed by a corporate board. The relatively fewer for-profit private schools are generally private for-profit corporations with shareholders and corporate boards. Thus, schools of all kinds at all levels generally have boards with the state authority and responsibility to govern.
Perspective
The governance responsibility of a board generally requires a broader and longer view than the day-to-day operation of the school. Governance involves establishing the policies and patterns that will carry out the school’s corporate mission. A board generally doesn’t govern for the moment but instead for many future moments. A responsible board should consider the impact of each decision not only on the matter at hand but also on the school’s future. Boards should generally not make short-term decisions that sacrifice the long term. Boards should, for instance, generally avoid setting precedents that in the long run may undermine commitments of the school. Thus, boards should generally make fewer decisions on individual matters and more decisions on policies that will guide the school’s leadership and management in making their own decisions on individual matters. When necessarily deciding matters, boards do well to consider the policy and precedent that those decisions establish for the school’s leaders and management.
Representation
Board members also act with the perspective of a representative, not out of their own interest. Board members may be alumni of the school, donors to the school, or parents of students at the school, or have other interests in and connections with the school that led to their interest in board service. But a board member evaluates and decides matters with a representative’s perspective rather than an individual’s perspective. Those responsible for recruiting, nominating, appointing, or electing board members generally choose members for their varied knowledge, skill, and experience so that the board has an appropriate range of perspectives. A strong board may have members with management, accounting, legal, administrative, academic, fundraising or philanthropic, business, facilities, operations, and other relevant experience. Board members do well to contribute to the board out of the general qualifications that led to their board membership, not out of personal opinions, interests, and preferences.
Conflicts
Indeed, board members must avoid personal conflicts of interest in their board service. School boards typically have strict policies prohibiting members from attempting to influence the board on any matter in which they hold a personal financial, legal, or contractual interest. Under a board’s conflict-of-interest policy, board members must generally disclose any potential conflicts of interest on an annual written disclosure form and, when a matter implicates a personal interest, reveal the conflict and abstain from participating in the board’s consideration of the issue. Ensure that your school’s board avoids conflicts of interest that may undermine the quality, reliability, and authority of board decisions and actions.
Limitation
School boards, like other corporate boards, should not interfere with the school’s management and operations. A school board’s role is to govern the school, not to operate the school. School boards generally govern through budgets, strategic plans and initiatives, and policies, and by choosing, guiding, evaluating, and supporting the district superintendent, academy headmaster, school principal, or other school executive leader. School personnel should generally communicate with the board only through the school leader, unless the board establishes special task forces or committees on which school personnel serve or maintains an ethics or compliance committee for whistleblowers. Board members who go around the school’s executive leader to communicate with school personnel or interfere with operations can undermine the leader’s authority and effectiveness.
Appointment
School boards vary in size, balancing having sufficiently broad representation and varied skills and experience, with efficient decision making. Board members, sometimes called directors or trustees, typically serve terms of a couple or few years, long enough to gain a footing on the board to make informed decisions but not so long as to discourage participation or prevent fresh views. Boards typically stagger membership terms so that the board will always have some senior and some new or junior members. Private non-profit school boards may elect their own members in a directorship form of corporation. In a membership form of corporation, parents of current students at a private elementary or secondary school, or alumni of a private college or university, may elect board members. The state’s governor or another executive authority may appoint public school board members, or public school board members may stand for election before registered voters residing within the school district. Appointment or election always intends to encourage public accountability to the institution. Board members generally serve as volunteers without compensation. Only in large metropolitan areas with populous school districts may board members receive a salary, although other large districts may provide a stipend for expense reimbursement.
Officers
As corporate entities, schools may also have corporate officers. Those corporate officers may be board members, or they may instead be executive employees of the school, depending on the school’s size, sophistication, and organization. The school board typically elects its own board chair to call and run meetings, and its own board secretary to take meeting minutes. The board chair may also be the corporate president to sign official documents on the school’s behalf, and the board secretary may also be the corporate secretary to keep official records. A board member may also serve as the corporate treasurer, with the authority to sign checks or authorize other financial transactions. But often, in larger and more sophisticated schools with more-complex operations, the paid chief executive leader will serve as the corporate president, a paid administrative assistant will serve as the corporate secretary, and the paid chief financial officer will serve as the corporate treasurer. Don’t confuse corporate offices with board positions. Although in smaller schools, the same individuals may occupy both positions, corporate officers and board officers have somewhat different roles.
Meetings
The school’s corporate bylaws or board policies, supplemented by state corporation laws, should specify how often and by what notice the school board meets. Law will require at least an annual meeting. The annual meeting may include public attendance, public comments, annual committee reports, election of officers, or other formalities. School boards, though, generally have much more work to accomplish than they could complete in a single annual meeting. School boards generally have regular meetings every other month or quarterly, perhaps with fewer or no meetings in the summer months when school is not in session. The board chair or president generally gives notice of the meeting and, when the time and date arrives, calls the meeting to order, confirms a quorum, and guides the board through the meeting agenda. The board chair or president, or a plurality of board members, may call a special meeting, usually for emergency matters or matters that require the board’s extra attention. Well-run, collegial, inspired meetings promote board-member retention and participation.
Agendas
Meeting agendas are important to the work of the board. Good decisions on the wrong matters don’t further a school’s mission. The board chair or president typically fashions the agenda in consultation with the school’s chief executive, while soliciting agenda items from other board members. Agendas have both routine action items such as approving meeting minutes, annual budgets, reports of the school leader, and committee reports, and special action items such as policy review and development around changes in law or new issues arising at the school. Board agendas do well to include at least one or two strategic discussion items at every meeting to keep the board focused on the big picture and draw on the board’s insights for the school’s vision. Fruitful strategic discussion that either confirms and celebrates the school’s direction or generates policy reform, program study and adjustments, and new initiatives should be the greater goal of board meetings than mere maintenance of school programs.
Deliberations
A well-conducted meeting both keeps members on track while also allowing for deliberation. The board chair or president should neither waste meeting time in pointless chatter nor rush through the agenda, stifling considered thought and discouraging full board participation. When most action items come to a vote, the board may welcome unanimity but not insist on it. Instead, consensus decisions that all board members can publicly back is the goal, around frank discussion encompassing all views. On particularly significant items changing the school’s direction, the board chair or president may encourage the board to take additional time to reach unanimity or at a minimum to ensure that all board members will give their full support to a non-unanimous decision once made. The views of the board chair or president should generally bear no greater weight than the views of other board members, although the views of any board member may bear greater weight if that board member shows greater expertise, insight, or experience with the issue at hand. The quality of board deliberations and decisions can be critical to school outcomes.
Committees
School boards generally have committees, task forces, or other advisory groups helping them carry out their work. Standing committees may include an executive committee to support the school leader, finance committee to develop and monitor the budget, and governance committee to bring forward nominations for board membership and study policy issues. Other committees may include personnel, building and grounds, fundraising and philanthropy, faculty liaison, library, and technology. A board member generally chairs each committee while recruiting other volunteers to the committee or including staff members whom the school leader recommends. Committees make recommendations to the board, strengthening and simplifying its work. Ensure that your board has vital committees monitoring, investigating, and analyzing significant school issues. But also don’t burden volunteer board members with extensive committee work that may discourage board service.
Implementation
Boards generally play no significant role in implementing their decisions. A board president or secretary may need to sign contracts or other documents, while a board treasurer may need to sign checks and tax documents or authorize transfers and payments. But beyond those types of controls, board members would not ordinarily have operational duties. Instead, the school leader implements board decisions. The school leader attends board meetings not just to inform the board but also to follow board deliberations to learn of board decisions and their rationales, to ensure their proper implementation. Boards may properly defer to the opinions and recommendations of the school leader, whose experience in education may be significantly greater than board members. Boards should defer to the school leader in how the school leader determines to implement board decisions. A board overreaches when interfering with the school leader’s judgment on implementation. But the board has the authority and responsibility to govern the school, as a sound school leader will know and respect. The quality of the relationship between the school board and school leader goes a long way toward determining the stability and effective management of the school.
Reflection
How many members does your school board have? Are its members appointed or elected, and to what length of term? Does your school board take the long view when setting its agenda and making decisions? Do your school board members act wisely in representative capacities rather than out of personal agendas? Do your school board members properly leave school operations to the school leader, or do they instead unduly interfere? Do meetings of your school board address the agenda items that they should? Are your school board meetings both reasonably efficient and properly deliberative? Does your board chair ensure that all board members get to participate equally in deliberations? Do your board members respect one another’s opinions, insights, and expertise? Does your school board conduct productive strategic discussions likely to guide the school securely into the future? Does your school board properly rely on committees to monitor, investigate, and recommend?
Key Points
The school board has the statutory and corporate authority to govern.
An effective board consistently takes a long view and perspective.
Board members act in a representative rather than personal capacity.
Board members must strictly avoid personal conflicts of interest.
While boards govern the school, they do not interfere with operations.
Appointed or elected board members serve multi-year terms.
Boards elect their own chair, treasurer and secretary.
Board officers may or may not also serve as corporate officers.
Boards hold an annual meeting and regular and special meetings.
The board chair sets meeting agendas with school leader guidance.
Board committees investigate, monitor, and recommend to the board.
The school leader implements decisions without board interference.