Articles

Board Matters: Upping Your Governance Game

Written by Moira Kelly | February 04, 2025

“Every board chair dreads that moment: an unexpected bombshell dropped at the end of a board meeting that threatens to derail both process and relationships.”

At Smith Academy, a K-12 suburban day school, parents and seniors have been disappointed in the college admission results for the second year in a row. Two parent trustees stop by the college counselor’s office in the fall to voice their concerns. The college counselor lets the head of school know and tells her he didn’t appreciate the drop-in but he thinks in the end the conversation went well with everyone on the same page. He doesn’t think the head needs to follow up and the head decides not to bother the board chair. Then, at the end of the next board meeting, the two parent trustees raise the issue of their conversation with the college counselor and share that they are frustrated. They propose it is time to replace the college counselor.

Moira Kelly (MK) – Julie, it’s the dreaded “trustee ambush.” 

Julie Faulstich (JF) – Everyone hates a trustee ambush and I would say it’s not generally helpful! And I am wondering about a few things. How is the head and the college counselor feeling about the performance of the college counselor? Have board members brought it up with the head in private? What kind of “parking lot conversations” may be going on, and are these getting relayed back to the head? If the head is concerned, is she taking any action? How is she responding to complaints? Are battle lines drawn or is it just some rumbling? While I don’t think a “trustee ambush” is to be encouraged, I am wondering how they got to this point. 

Moira, if you were a board chair or a fellow trustee sitting in that meeting, how do you think you’d respond?

MK Ah, you are diagnosing, “How did we end up at this point?” Smart. There is always a backstory and bread crumbs along the way that indicate there were opportunities to address the situation well before trustees got to the point of cornering the college counselor and asking for his removal. Julie, I wish those bread crumbs had been noticed and followed, but they were not. 

So if I were sitting in this meeting, how would I respond?

Depends on who I am in the room. I would hope that someone – the board chair or the head of school – would say that they hear the frustration with the recent matriculation lists. Acknowledge the concern. At the same time, this is a complicated issue and it’s unlikely that the firing of the college counselor will solve the matriculation concerns. Allowing a feeding frenzy at this board meeting on the topic is unlikely to get anyone anywhere. That said, college admissions is an important subject and it should be treated as such. Make it an agenda item in an upcoming board meeting.

JF I think an approach where the head and board chair engage with the trustees rather than putting up a “Stay In Your Lane” sign is generally a good idea. What you said about hearing the complaint and acknowledging the frustration is very important in terms of taking down the heat in the situation. Finding a way to do that sincerely and from a place of genuinely wanting to refocus on the issue and examine how the college counseling function is serving the kids is likely going to be more productive, even though a head doesn’t need more added to their plate. But it’s also an opportunity. College placement just keeps getting more fraught and emotional and even if the head is very satisfied with the work in that office, this could be an opportunity to make the case to the board for more resources. So putting the time and effort into how this topic will be handled in the next board meeting is important. 

And then there’s also the issue of the board members behaving, as you describe so correctly, unproductively. Going directly to the college counselor and then bringing it up out of the blue at a board meeting is disrespectful to both the head and the board chair, even if it wasn’t meant that way and is more related to a fear of 1-1 conflict. And I think that behavior might need to be directly addressed by the board chair. What do you think?

MK Oh yes. In fact, I’d recommend that the board chair and the chair of the governance committee have a sit down. Schools that have a strong governance committee are generally schools that have much higher functioning boards. In addition to holding people accountable for their behavior, I think these kinds of conversations can be helpful to the board chair and the governance committee chair to help them understand and better diagnose what is going on with board members. That then allows them to think about creating the conditions – trainings, conversations, the structure of board meetings – that would prevent board members from feeling like they need to take things into their own hands. The team approach to diagnosis can be helpful. I imagine a conversation with these two board members could yield some interesting insights that include information that will be useful to the head of school. I like to say it takes a village to create a well functioning board, not just one safety officer. But training up the village takes time and focus. You have any advice on that front?

JF And as you said, depending on what comes out of that conversation can influence board education and training. And if I were the board chair, I would be very curious as to why my fellow board members chose to bring up their concerns in the way they did. Are they unfamiliar with how meeting agenda creation works? Is there a trust issue with the board chair? Maybe a combo platter? 

As our independent school colleague Mark Crotty at NWAIS says, governance education needs to happen regularly, not just at the regional governance conference once a year. And I am of the opinion any team building exercise works better when you are putting real dilemmas facing the board and the school at the center of the discussion. I think in a case like this, there are a few strong possibilities - that the board members are anxious parents and don’t really understand their role as trustees or it could indicate some larger dissatisfaction with the head or the direction of the school. Or concern that the head and the board chair are too tight, thus the sneak attack at the meeting. I’ve also seen some cases where trustees think getting involved at that level is keeping something off the head of school’s plate! The board chair won’t know until she starts to engage.

But whatever the intent or the backstory, good onboarding that explains the trustee’s role in plain language, meeting agendas that reflect real interests and concerns of the trustees, reports from the head that provide valuable information in an efficient way and most importantly in my book, practices that promote trust and open communication are all important. And as you said, it takes a village and it takes time, but you can move the needle steadily. I know a lot depends on the context of this situation, but in general, how would you advise this board to get started, given that they’re volunteers and you’re in the middle of the year?

MK One way to move forward is to use what happened as the basis of a training. As you mentioned, doing actual case studies are often the most effective ways to help board members learn. You’d need to take the temperature of the group to see if using this scenario will be cutting too close to the quick. This is where a strong board chair or chair of governance can lead the group in a retrospective – extracting the learning from the situation and framing how to approach such things in the future. Sometimes, cultural dynamics are such that neither the board chair or the chair of governance will be able to help the group truly capture the teachable moment. This is where an outsider can be useful. 

As most of us know, sometimes you need someone else to be the messenger.  I’ve been thinking about the fact that it’s becoming more and more common for Heads of School to have executive coaches and many heads will tell you that this relationship is worth its weight in gold. I’ve worked with quite a few boards, as have you, and I know we both believe that it’s not unusual that trustees want to do the right thing, but they aren’t always sure how to move forward. I think having a board coach on retainer – just set aside X number of hours per year – allows a wise third party to periodically join board meetings a few times a year to help with readjustments, answer questions, or facilitate conversations. Regardless of how you do the follow up, Julie, you and I both know you can’t let this situation pass without addressing it because if you don’t, the board begins – or continues – the slide into dysfunction. Perhaps the dysfunction is now dysfunction with a lowercase “d”, but you and I both know that it doesn’t take long for that lower case “d” to turn into dysfunction with a capital “D”. And no one can afford that!

Governance Lessons from the College Counseling Case

  1. Warning signs often precede governance crises. When trustees take direct action outside normal channels, it usually indicates underlying communication or trust issues that need addressing.
  2. The response to a "trustee ambush" requires both immediate tactical moves (acknowledging concerns while deferring detailed discussion) and longer-term strategic actions (governance committee involvement, board training).
  3. Building a "governance village" matters. Strong boards rely on multiple guardians of good governance - not just the board chair, but also committee chairs, the head of school, and well-trained trustees.
  4. Parent-trustees face unique challenges in separating their roles. Clear onboarding and regular reinforcement of trustee responsibilities help prevent role confusion.
  5. Prevention through structure works better than correction through confrontation. Regular board education, clear agenda-setting processes, and open communication channels can prevent trustees from feeling they need to take matters into their own hands.