Navigating the Tricky Relationship between the Board Chair and School Head:
December 02, 2011
It is necessary that the Board and the Executive Director/ED School Head work together to set a school’s culture of excellence and determine the school’s success of its mission. Bylaws must clearly state the roles and responsibilities of members of the Board of Trustees (BOT) as well as the ED/Head of School. All stakeholders in this relationship need to be consciously aware of their own specific duties. Terms of office should be clearly stated. The Board Chair and ED/Head of School should have an ongoing specific time to speak with each other. Conflict of Interest policies must be strictly enforced.
The Board has roles and responsibilities.
- Establish Policy
- Create and update vision and mission statements.
- Determine programs and services.
- Approve strategic plan.
- Hold executive sessions to discuss crises and ED/Head of School compensation.
- Monitor Operations
- Hire and evaluate the ED/Head of School.
- Work with and support the ED/Head of School.
- Approve annual budget, annual report, etc.
- Approve major grants and contracts.
- Ensure Sustainability
- Fundraise: directly donating to the non profit and soliciting donations.
- Advocate for the organization.
- Other Responsibilities
- Prepare for and attend board meetings.
- Document policies and decisions.
- Research and discuss issues prior to making decisions.
- Replace board members.
There are four legal obligations of the BOT.
- Duty of care- take reasonable care when making decisions for the organization
- Duty of obedience- act in accordance with the organization’s mission
- Duty of Loyalty- Act in the best interest of the organization
- Recusal- Stand aside when there is a conflict of interest
Best Practices for Boards
- Board insurance
- Term limits
- Board contracts/commitment letters
- Board job descriptions
- Board manual
- Welcome package for new board members
- Annual board calendar (meetings and events)
- Annual board evaluation
- Board retreats
- Information sharing
- Board Chair facilitates meeting
- Circulate agenda and background materials on all agenda items at least 1 week before meeting
- Agenda items should have clear time allocations
- At beginning of meeting, ratify last meeting’s minutes
- At the end of meeting, review key decisions and next steps
- Circulate minutes shortly after each meeting
Common Board Challenges
- Disengagement – Members don’t attend meetings regularly or actively participate in board/organizational activities.
- Micromanagement – Board manages ED/Head of School and/or staff and is actively involved in programs and operations.
- Passivity – Board “reports” to the ED/Head of School and routinely defers to them on key decisions
- Social – Membership is driven by relationships and personalities rather than the skills needed for success