1. GOVERNANCE IN A
MISSION DRIVEN
SCHOOL
Jon Zurfluh & Elizabeth Bredin

2. INTRODUCTIONS

4. “Very competent individuals can
come together to form a very
incompetent board.”
-- John Carver, Boards That Make a Difference

5. Why?
Unclear and erroneous concept of the board’s role.
What do boards expect of themselves?
Everything…
I’m in
charge! Nothing…

6. Case Studies and Discussion
Cases
• Communication
Conundrum
• Okinawa on the horizon
• The Board in Retreat
• Determining the Bounds
of Board Authority
Questions
• What are the issues?
• What should the Head
do?
• What should the board
chair do?
• What should the board
do?

7. Principle #1
The Board is a trustee for its
community of ‘owners.’

8. The Concept of a Fiduciary
• A fiduciary duty is a legal responsibility between
each trustee and the school
• Trustees are expected to conduct themselves "at
a level higher than that trodden by the crowd"
• It implies
• Highest standard of care
• Good faith
• Loyalty
• Absence of conflicts of interest

9. Trusteeship
Board exercises owner authority – listens to all “Owners”
Board – acts as one
Board “stands in”
for all ‘owners’
Board hires Director Director ‘runs’ the organization
Director
Principal Principal Principal
Deputy
Director
Curriculum
HR
Board monitors and evaluates results
and compliance with policy.

10. Keeping the Mission and Serving as Fiduciaries
of Your School
• The board adopts a clear statement of the school’s
mission, vision, and strategic goals and establishes
policies and plans consistent with this statement
• The board reviews and maintains appropriate bylaws
that conform to legal requirements, including duties of
loyalty, obedience, and care
• The board assures that school and board operate in
compliance with applicable laws and regulations,
minimizing exposure to legal action
• The board creates a conflict-of-interest policy that is
reviewed with, and signed by, individual trustees
annually

11. The Board must create a
relationship with the Director
that is empowering … creating
an environment where it is safe
to take action.

12. The Critical Relationship
Between Board and Director
• A trustee has responsibility to support the school
and its Director and to demonstrate that support
within community
• Authority is vested in board as a whole
A trustee who learns of an issue of importance has an
obligation to bring it to the Director, or to the board chair, and
must refrain from responding to situations individually.

13. Fiscal Responsibilities:
Stewardship of Resources
Each trustee, not just the treasurer
and finance committee, has
fiduciary responsibility to the school
for sound financial management

14. Fiscal Responsibilities:
Stewardship of Resources
• Board accepts accountability for the
• financial stability and the institution
• financial future of the institution
• The Board
• engages in strategic and financial planning
• assumes primary responsibility for preservation
of capital assets and endowments
• oversees operating budgets
• participates actively in fund raising

15. Keeping the Mission and Serving as Fiduciary,
continued
• As leader of the school community, the board
• engages proactively with the head in cultivating and
maintaining good relations with school constituents as well
as the broader community
• exhibits best practices relevant to equity and justice

16. Keeping the Mission and Serving as Fiduciary,
continued
• The board recognizes its primary work and focus is long-
range and strategic
• The board
• undertakes formal strategic planning on a periodic basis
• sets annual goals related to the plan
• conducts annual written evaluations for the school, the
Director of the school, and itself

17. Conflict of interest
BOARD MEMBER CONFLICTS OF INTEREST
• Board members shall have no substantial financial or other
interests that conflict with the interests of the School. In any
given case, the Board shall decide whether or not a conflict of
interest is "substantial", and whether it warrants any special
measures, such as requiring the member to refrain from voting
on a particular matter, or requesting his resignation.
• It is the responsibility of Board members to make known to the
Board any circumstance that could involve a potential conflict
of interest between themselves and the School.
• The Board endorses the National Association of Independent
Schools “Principles of Good Practice” for Boards of Trustees
and individual trustees as a model for ethical standards and
behavior.

18. POLICY GOVERNANCE
The Carver model and its various hybrids…

19. 4 board policy categories
1. Ends – The organizational swap with the world. What human
needs are met (in results terms), for whom, and at what cost or
relative worth. It is important that no “means” be included here.
2. Executive Limitations (Means). Boundaries that limit the choice of
staff means, normally for reasons of prudence and ethics. While
“means” includes practices, activities, circumstances, and methods,
the most comprehensive definition for means is simply “non-ends.”
3. Board-Management Delegation. The manner in which authority is
passed to the executive or staff component of the organization and
the way in which performance using that authority is reported and
assessed.
4. Governance Process. The manner in which the board represents
the ownership, disciplines its own activities, and carries out its own
work of leadership.

20. Reflections on Policy
• Regularly evaluate the effectiveness of policy – review all
policies annually
• In the case of Ends Policies, the board’s evaluation could
include:
1. The Director has correctly interpreted policy and the organization
is making adequate progress toward the determined goals with
commendations noted.
2. The school is making progress towards goals, but greater
progress is suggested in the following areas.
3. The Director has failed to provide evidence of reasonable
organizational progress toward goals and appropriate actions
identified.
4. The information provided is insufficient to decide whether
reasonable progress has been made. The following actions are
appropriate.

21. MEANS Ends
Executive Limits Ends
EL-1 E-1
EL-2
EL-3
EL-4 E-2
EL-5
EL-6 E-3
EL-7 E-4
EL-8
EL-9
EL-10 E-5
The Board establishes “ends” and sets limits
… then the board gets out of the way.

22. Board Role
• “Never tell people how to do things. Tell them what to do,
and they will surprise you with their ingenuity.” --Patton
• Board role in a nutshell:
• Identify desired end results (objectives)
• Establish limits (boundaries) to free up means
• Refrain from directing operational details (management)

23. Unintended consequences
• “…what we know about managing people draws a sharp distinction
between my means and theirs. I must tell myself how to do my part,
but telling my subordinates how to do their jobs (rather than simply
what results I expect) has unintended negative consequences.
Unless they are unable or unwilling to make decisions, people do not
work best when told how they must do things. Their creativity is
thwarted; they feel more like machines. If left free to choose the
methods and to be held accountable only for results, people make the
best of their hierarchical burden.”
• --John Carver

24. Recruitment, Retention, Recognition, and
Assessment of Trustees
• Board composition reflects the strategic
expertise, resources, and perspectives (past,
present, future) needed to achieve the mission
and strategic objectives of school
• Board is committed to a program of professional
development that includes
• ongoing trustee education and evaluation
• board-leadership succession planning

25. Conduct of Individual Trustees
• A trustee stays fully informed about current
operations and issues by
•attending meetings regularly
•coming to meetings well prepared
•participating fully in all matters
• A trustee takes care to separate the interests of
school from specific needs of a particular child or
constituency
• A trustee accepts and supports board decisions
• Once a decision has been made, board speaks with one
voice

26. Protocols
• Student’s interests come first.
• The board acts only as a group communicating the
position(s) of the board on all issues.
• Clearly stated goals – for selves and Director
• Practice the governance role
• Practice effective decision making

27. Protocols
• Utilize Director input
• Speak to agenda issues
• Own your own issues
• Conduct efficient and effective board meetings
• Do not spring surprises on other board members or the
Director
• Annually conduct a board evaluation

28. Committees of the board
An advisory committee will act solely within the terms of its
designated charge (Terms of Reference) and retains no
independent decision-making authority unless specifically
authorized by the Board. To execute its responsibilities the
committee will identify problems, conduct studies, and
review relevant information as appropriate. The committee
will keep the Board informed of its activities through periodic
reports to the Board. The results of committee work may not
be publicized until approved by the Board. The Board will
retain sole authority to set school policy, as required under
the By-Laws.

29. CURRENT Standing or Advisory
Committees
• Finance Committee
• Facilities Committee
• Policy and Governance
• Personnel Committee
• Executive Committee

30. Successful Board Meetings
• Focus on issues that further the school’s mission and vision
• Evaluate current policies
• Assess the performance of
• School
• Director
• Board itself

31. Successful Board Meetings (from NAIS)
• E-mail minutes and reports in advance
• Never “accept” or “approve” a report
• Only discuss reports that require action and then act on
report’s recommendations
• Use “consent agenda” to shorten meetings
• Group action items together on agenda

32. Board Meeting Agenda
• Reports
• Consent Agenda
• 2nd Reading of Policy
• Recommendations from reports (except where pulled)
• Issues Discussion In-Depth
• 50% of board’s meeting time
• Old (Unfinished) Business
• New Business
• 1st reading of Policy
• Evaluation of the Meeting (2-minute appraisal)

33. Case Studies and Discussion
Cases
• Communication
Conundrum
• Okinawa on the horizon
• The Board in Retreat
• Determining the Bounds
of Board Authority
Questions
• What are the issues?
• What should the Head
do?
• What should the board
chair do?
• What should the board
do?