Independent School Governance 101

In the post What Is A Private School: Segmenting the Market, I promised more about governance in an independent school. I was prompted to do so by the post
A private public school, or a public private school?, The Crimson Avenger asks some questions about governance:

If you lay out explicitly what you believe and what you strive to accomplish, you can say to your parents and your community members: This is a private institution; you do not have to participate. However, if you do, you have to understand that the guiding principles of this school will remain constant: they will not change, and it is this vision that you are buying into. Within this framework, which is set in stone, our stakeholders have a real voice in how we accomplish these ends, and we have boards set up that you can join, and that hold sway on the operations of this school.

If you do this – and make sure your boards make decisions on good data – you can have a public model of a private school.

What do you think – am I wrong about how public schools operate like private institutions? Am I wrong that a private school can be democratically run by its stakeholders?

The Crimson Avenger was responding to Allison's May 12 comment,

I'd like to add what I know about not-for-profit schools' governance. (A version of this post was written in response to the abrupt closure of a for-profit chain of specialty schools, CEDU. You can read the whole sorry CEDU story here)

How are for-profit schools different than not-for-profit schools? What's the difference between an independent school and a proprietary school?

Some of the features of independent schools are similar to public schools, some are different.

Accreditation—
All California schools, public and private, that want to be accredited undergo a multi-year evaluation process administered by the Western Association of Schools and Colleges (WASC). I bs.

Association Membership—There are several regional and national associations of independent schools. The National Association of Independent Schools (NAIS), The Association of Boarding Schools (TABS) the California Association of Independent Schools (CAIS) and the Pacific Northwest Association of Independent Schools (PNAIS) are the four most important to the CEDU groups. The CEDU schools were not a member of these groups.

Governance—Most independent schools are governed by its Board of Directors, who are all unpaid volunteers dedicated to the school. NAIS publishes several handbooks and resources to guide independent school trustees in their work; all of the following is drawn from those sources.

Many schools use “Directors” and “Trustees” interchangeably, so the “Board of Directors” or the “Board of Trustees” means the same body. The Board is the legal governing body of most non-profit organizations. While the Board is not the owner, it holds the non-profit corporation, its assets, liabilities, and mission, in trust for the public. In the case of schools, for parents, students, future students, and the community at large.

The Board of Trustees of any independent school has nine basic roles:

1. The Board defines the mission of the school and clarifies its philosophy


2. The Board establishes or affirms policies within which the mission can be fulfilled. These policies govern the day-to-day operation of the school in all areas of board concern: legal issues, financial matters, definition of additional authorized programs that the school will offer (e.g. summer camp, child care, etc.)


3. The board is accountable for the financial well-being of the school, including capital assets, operating budgets, fund-raising, and endowment.


4. The Board selects a Head to administer the School, and, having appointed him/her, they provide support and formal periodic evaluation of his/her performance.


5. Working through the Head, they ensure that all laws and regulations are being followed, and that day-to-day operations are consistent with Board policy and the school’s Mission and philosophy.


6. Working with the Head and representatives of the School's constituency groups (staff, parents, alumni, friends of the School), they take the leadership role in a process of on-going strategic planning and self-study. They formally adopt from time-to-time long-range plans and provide a structure for their implementation.


7. The Board assumes a key role in fund raising for the school.


8. The Board serves as ambassadors for the school, promoting its good name and letting the public and constituency groups know about its success stories.


9. The Board guards the privacy and confidentiality of the matters they decide.

A strong and healthy Board of Trustees does not:

1. Attempt to manage the day-to-day operations of a school themselves. A healthy board has exactly one employee: the Head of School. This means among other things that any individual Board Member has exactly zero input into admissions decisions, hiring and firing decisions, any disciplinary actions the Head or the faculty may take and so on.


2. Interfere with the Head's job of managing the staff. This means if someone (say a faculty member) comes to a Board Member with a complaint about another faculty member, the Board Member’s duty is to direct the complainant to the Head of School.


3. Attempt to evaluate the educational program. While individual Board members may have some expertise in educational or administrative matters, the Board as a whole is has delegated the educational program to the head. The Board defines the kind of school it wants, and hires the Head to turn the dream into reality. The Head hires and supervises the staff that actually works with the students.


4. Criticize the school, its programs, its faculty, or its leadership structure outside of Board meetings.


5. Break the confidentiality of the Board decision-making process.

How do boards decide if a matter brought before them is an issue appropriate to themselves, or should be dealt with by the administration?

Board issue	Administrative/staff issue
This issue affects the entire organization (example: how much financial aid to allow for in budget)	This issue affects only individuals (example: which student gets how much financial aid)
This issue establishes new policy. (example: deciding to add a program such as summer enrichment)	This issue is an implementation of policy (example: planning this year’s summer enrichment program)
This is an issue dictated by law (example: nondiscrimination policy)	This is an issue not dictated by law (example: uniform-wearing policy)
This issue is brought to the Board by the administration (example: administration requests board develop a policy on appropriate use of a new technology )

Board membership criteria: traditional vs. new

There are two phrases that used to be popular to describe service on any non-profit board: “Give, Get, or Git”—give money generously, get other people to give generously, or get off the board—and “Choose Board Members who have two of three Ws: Wealth, Wisdom, or Work.”

The new adage is that independent schools need the 3 Rs: those who can (beyond their specific expertise) contribute significantly in Raising students, Raising image, and Raising money.

What Board service entails: Most independent school expect Board Members to give generously in several different areas.
Giving of Time: The Board plans for itself general business meetings, informational meetings, and one or more “retreats”, focused on a single issue. Trustees are also expected to attend important school events such as graduation. The average number of hours per month varies on the individual trustee, but certainly an average of eight hours per month is a conservative estimate.

Giving of Money: Every trustee is expected to make a generous annual donation to the school, according to his or her individual financial circumstances. In some instances, that may mean giving $100 per year; for others, which may mean over $100,000 per year. Also, every trustee is expected to help in fundraising by encouraging other people to give money or time to the school.

Giving of Support: Every trustee is expected, outside of the Board meetings, to speak only of the school’s strengths and hopes. The discussion of weaknesses and disappointments is reserved for discussions between Board members.

Giving of Confidentiality: Every trustee is expected to keep board matters and discussions confidential.

How does somebody get to be on a Board of Directors? Almost all independent schools have "self-perpetuating" boards. That is, the Board finds new members for itself, through a strategic screening and selection process.

What the bylaws say about board service: Most schools are governed by a legal document, the bylaws, which are written and adopted by the founding board. As the school matures, the bylaws are amended. Most schools specify a minimum and maximum number of directors, the duration of their terms of service, and how many terms they may serve consecutively. Many independent schools have other limitations, such as restricting the number of current parents who may serve. Almost all schools specify that trustees serve as volunteers, without being paid for their time or services.

There are advantages and disadvantages for any independent school to having current parents in the majority on the board. In general, the disadvantage is that current parents are naturally very concerned with the school as it is today or this year, while the true role of the board of trustees should be focusing on the school as it will be in the next decade. The National Association of Independent Schools suggests that a healthy board consist of less than 60% current parents.

The Board Recruitment process:

Healthy independent schools have a process whereby the Board:

• Identifies what skills and strengths are represented on the board currently
• Identifies what skills and strengths will be needed in coming years
• Identifies people who are already committed to the school who will meet the school’s needs
• Identifies people in the community who are not yet familiar with the school, but who meet its needs, and take steps to make the school attractive as a volunteer opportunity.

The group within the board responsible for board recruitment then selects a “short list” of people that would be good board candidates, and finds out if they are ready, willing and able to serve. From that “short list”, a slate is presented to the whole Board for election to the Board. The election is usually unanimous. The election of new board members typically takes place at the Annual Meeting, in the spring.