1. Enhancing the Effectiveness of your Governing Board
Pat O’Brien SNDdeN
Networking for Mission
July 26, 2018

2. Let’s get a sense of the expertise and experience in the room …
Who is or has been
Member of a governing board
Chair of a governing board committee
Chair of a governing board
CEO of an institution with a governing board
Staff member of an institution with a governing board

3. Let’s continue to get a sense of the expertise and experience in the room …
Who has had experience on a board for
An elementary school
A high school
A college or university
An education center
A hospital or health care center
A non-profit organization

5. Role of the governing board
Board members are the fiduciaries who steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the nonprofit has adequate resources to advance its mission.
(National Council of Non Profits)

6. A special focus on mission
The board is the guardian of the school’s mission. It is the board’s responsibility to ensure that the mission is relevant and vital to the community it serves and to monitor the success of the school in fulfilling its mission.
(National Association of Independent Schools)

7. One tier or two?
Unicameral (one tier) governance structures have a single board that performs all the functions of a governing board.
Bicameral (two tier) governance structures have a board of trustees and a corporation that holds certain reserved powers (typically mission, money, and selection of leadership).
Regardless of the structure, provision is made for representation by the sponsoring congregation.

8. What’s a fiduciary?
A fiduciary is someone with special responsibilities in connection with the administration, investment, monitoring, and distribution of property—in this case, the charitable or public assets of the institution. These assets include not just the buildings and grounds and endowment, but also intangibles, such as the reputation of the institution and its role in the community.
(AGB Statement on Fiduciary Duties of Governing Board Members)

9. Three duties of fiduciaries
Duty of Care: Carry out board responsibilities in good faith and with appropriate diligence, care, and skill.

10. Three duties of fiduciaries
2. Duty of Loyalty: Act in a manner free from conflict of interest and in the best interest of the organization, not in the best interest of the individual board member, other individuals, or other organizations.

11. Three duties of fiduciaries
Duty of Obedience: Ensure that the organization obeys applicable laws and regulations, follows its own bylaws, and adheres to its stated purposes/ mission; periodically re-evaluate the mission and purposes and revise as needed.
(AGB Statement on Fiduciary Duties of Governing Board Members)

12. Engage in thoughtful planning about board composition and development
Enhancing effectiveness vis-à-vis the three duties
The Board can …
Engage in thoughtful planning about board composition and development
Establish meaningful orientation programs for new and continuing members
Develop and implement an up-to-date Conflict of Interest policy
Ensure timely and appropriate communication among all constituents

13. Individual trustees can …
Enhancing effectiveness vis-à-vis the three duties
Individual trustees can …
Prepare in advance for each meeting; attend and actively participate; step down when this is no longer possible
Separate the interests of the institution from personal interests
Disclose existing and potential conflicts of interest s and refrain from discussing and voting when there is a conflict
Accept and support all Board decisions

14. Conflicts of Interest Can be real or perceived
Need to be disclosed annually
Cannot be avoided but can be managed through strategies including
Leaving the room
Refraining from the discussion
Recusing oneself from the vote
Let’s consider some scenarios … think, pair, share

16. Establishing and communicating clear expectations is imperative!
Trustees are volunteers who contribute
The primary work and focus of the board is long- range and strategic, while day-to-day management of the institution belongs to leadership and staff
Establishing and communicating clear expectations is imperative!

17. Strategic or day-to-day? 7 guiding questions
Is it big?
Is it about the future?
Is it core to the mission?
Is a high-level policy decision needed to resolve a situation?
Is a red flag flying?
Is a watchdog watching?
Does the CEO want and need the board’s support?
(AHA Trustee Services)

18. Who are those watchdogs?
Government (federal, state, local)
Archdiocese
Catholic School Office
Accreditors
Professional organizations

19. 1. Create a culture of inclusion 2. Uphold basic fiduciary principles
The 10 Habits of Highly Effective Boards
1. Create a culture of inclusion
2. Uphold basic fiduciary principles
3. Cultivate a healthy relationship with the CEO
4. Select an effective board chair
5. Establish an effective governance committee

20. (Rick Legon, AGB Trusteeship March/April 2014)
The 10 Habits of Highly Effective Boards
6. Delegate appropriate decision-making authority to committees
7. Consider strategic risk factors
8. Provide appropriate oversight of academic quality
9. Renew a commitment to shared governance
10. Focus on accountability
(Rick Legon, AGB Trusteeship March/April 2014)

21. A complex, key relationship: CEO & Board chair
Strategies for a productive relationship
Be clear about respective roles, responsi- bilities, and expectations of each other
Be committed to each other’s success
3. Build and maintain mutual trust and respect
4. Establish effective communication with each other and with constituents
No secrets!
(“The President-Board Chair Relationship: Making it Work; Making it Count.” AGB Trusteeship, November/December 2014)

22. Now it’s your turn …
Consider the possible roles and responsibilities of Board members on your paper
For each, decide what you think is the appropriate response
If your paper is yellow, you’re a board member. If your paper is green, you’re the CEO
Gather in group of four - two board members, two CEOs – and discuss your responses

24. Wanted: active, not activist trustees
An active trustee … An activist trustee …
Confronts real problems tough issues
Questions conventional wisdom and challenges stale strategies and old ideas
Brings fresh thinking to the Board
Insists on high standards of accountability
Is courteous in communications
Pursues a personal, partisan, or ideological agenda
Is obsessed rather than engaged
Prefers ad hominin criticism over thoughtful challenge
Substitutes argument for discussion and is incapable of examining other ideas, strategies, or proposals on their merits.
“The Toxic Trustee,” Chronicle of Higher Education, March 9, 2015.

25. 8 Tips to get new trustees up and running
1. Require a solid orientation
2. Provide opportunities to meet students and faculty/staff
3. Bring new trustees to campus in-between board meetings
4. Create opportunities for new trustees to get to know experienced board members
5. Set clear written expectations up front
6. Let trustees check out various committees
7. Create mid-point check-ins
8. Get feedback and fine tune as needed
(Chronicle of Higher Education, March 18, 2018)

26. How to be a “really effective” trustee
1. Do your homework
2. Code-switch
3. Be brave
4. Share
5. Be real
6. Focus on the big picture
7. Don’t be a control freak
8. Give out grades
(Scott Cowen, Higher Education Today ACE blog July 11, 2018)

28. Evaluating board performance
boardsource.org

29. Helpful resources National Association of Independent Schools
Association of Governing Boards
American Council on Education
National Council of Nonprofits
AHA Trustee services

30. Questions … comments … observations?
Thank you!