Trusteeship 101
How Schools Work
Patrick F. Bassett, NAIS President
www.nais.org
Independence: Our Uniqueness
Independent schools are independent in…
 Governance
 Finance
Independence allows our school four vital freedoms:
 To define mission (and revise or refine it on occasion).
 To admit only those students our mission dictates we should
serve.
 To establish our own expectations for credentials and
performance of teachers.
 To teach the truth, as we see it (i.e., giving teachers the freedom
to choose their own “relevant” curriculum and texts)
The Evolution of a Math Problem
(Why It’s Important for Schools Themselves To Decide Curriculum)
From Education Insight, , Vol. 1, Issue 3, April/May 1994.
 1960 - A logger sells a truckload of lumber for $100. His cost of
production is four-fifths of this price. What is his profit?
 1970 - (Traditional math) A logger sells a truckload of lumber for $100.
His cost of production is four-fifths of this price, in other words, $80. What
is his profit?
 1970 - (New math) A logger exchanges set L of lumber for a set M of
money. The cardinality of set M is 100, and each element is worth $1. The
set C is the subset of M. What is the cardinality of the set P of profit?
 1980 - A logger sells a truckload of wood for $100. His cost of production
is $80, and his profit is $20. Your assignment: Underline the number 20.
 1990 - (Outcome-based education) By cutting down beautiful forest trees,
a logger makes $20. What do you think of this way of making a living?
(How did the forest birds & squirrels feel?)
Governance: Power Bases & Case Studies
“It is easier to ask forgiveness than permission.”
The Board of Trustees
The Faculty
DecisionMaking
The Parents &
The Parents Association
(& The Advisory Board or
Alumni Board)
The Head
& Administration
Governance: Power Bases & Case Studies
The Board
Self-perpetuating (not parents’ reps)
The board’s job is to govern (“steer” above the storm) by…
• Holding the school and its mission “in trust.” Fiduciary duties
of care (prudence, good faith, best interest), loyalty (no conflict of interest,
confidentiality), and obedience (congruence with mission, bylaws, laws of the state).
• Setting policy (admissions, diversity, financial aid, class size, compensation,
endowment.)
• Strategizing for the future: Strategic Posture vs. Plan.
• Conducting Business via Committees & Task Forces (3 Levels)
• Advocating the School: 3 R’s.
• Hiring, supporting, and teaming with the head.
• Evaluating the performance of head, board, and school.
(Accountability: data-driven management via StatsOnline; the
Balanced Scorecard; tracking alums; mission map)
Governance: Power Bases & Case Studies
The Parents & PA, Advisory Council, &/or Alumni Council
Self-selected “customers” of school: PA, Advisory
Council, &/or Alumni Council job is to...
• Speak as voice of the constituency, in advisory role.
• Offer forum for input to school: sounding board.
• Educate the constituency: e.g., NAIS Parents Series*
• Create a welcoming climate for all.
• PA: Works to meet current needs of school.
• Alumni Council: Works to preserve the best
of the past.
-----------------------------------------------------------------*Excerpt from NAIS Parents Series: “It’s a blessing to
have a crabby, unenlightened, uninspired 4th grade
teacher….” ~Wendy Mogel, author of The Blessing of a
Skinned Knee
Headmaster Fantasy of the Ideal Parent
"I just wanted to stop by to thank you for the job you've done with our
child. We know he's just slightly below average in intelligence, as we
are, so the fact that he's learned anything here is amazing to us.”
“We’re thrilled that his class includes that one disruptive kid and that his
teacher has strong opinions on matters we disagree with.”
“We applaud that decision you made, in the name of diversity, to change
the 35 year old traditional Christmas pageant to a winter festival.”
“By the way, don't you think we should have one or two more annual
fundraisers so that we can supplement that12% increase in tuition with
some real money?"
Governance: Power Bases & Case Studies
The Faculty
• Appointed and evaluated by head
The Faculty’s job is to…
• Teach and care about students.
(“In elementary school we love the kids, in high school we love…
the subject, and in college, we love…
ourselves.“)
• Meet the needs of the school’s customers.
• Grow professionally to lead program development.
(“What research team are you on, and how is what you’ve learned
manifest in your students’ electronic portfolios?)
• Project a positive attitude (“high performance
/good attitude”)
Governance: Power Bases & Case Studies
The Head
Appointed by the board, its only employee.
The head functions as...
“The mayor” whose job is to...
• Negotiate peace among parents, faculty, board
(and other constituencies).
• Oversee day to day operations.
• Execute policies as set by board.
• Serve as faculty’s colleague, advocate, and
boss.
Also functions as leader of jazz band:
• Responsible for laying down the theme &
encouraging talented partners to improvise.
Head Authority
March 23, 1891
My Dear Sir:
It is my desire that this communication to you concerning your son and his
iniquities will neither offend your sensibilities nor cause a diminution of the
mutual esteem that we hold for one another.
I am expelling as of this date your son.
His very presence here bodes ill for my school. I will not tolerate a liar and a
cheat.
Your obedient servant,
The Headmaster
…And then There’s the Student…
Governance: Boundary Crossings
 ...by the Board: e.g., bullying the head or misreading the culture of schools
 …by Parents: e.g., assuming a stockholder posture & politicizing demands:
the telephone call to the trustee: “All the parents think….”
– To Avoid: The S.U.V. caucus (parking lot mafia)
– New banner & policy for schools: “Having your say does not equal
getting your way.”
– Parental Signed Covenants and “Parents on Probation”
 …by the Head: e.g., free-lancing on policy or getting out too far in front of
the troops:
“You must always cultivate the favor of the inhabitants.” ~Machiavelli
 …by the Faculty: e.g., subverting administrative or board policies,
undermining collegiality, or ignoring the quid pro quo with parents.
 Resources from NAIS: www.nais.org.
 CASE STUDIES
Resources for Boards
 www.nais.org “Search” on topics by term (e.g., “tuition
remission”; “Browse Library” for Leadership & Governance.
In “About NAIS,” click on “Principles of Good Practice.”
Scroll down to “governance” in the Frequently Asked
Questions (FAQs) section under Resources & Statistics
 NAIS Publications for Trustees: Trustee Handbook; Trustee
Pamphlet Services. Order from the publications page on the
NAIS website.
 Board Online Assessment Tool (BOAT) and Head Assessment
Tool (HAT).
 BoardSource: General resources for non-profits.
 Case studies: search for “case studies” on www.nais.org and
www.csee.org and www.globalethics.org.
 Email NAIS for assistance (when all else fails!):
governancehelp@nais.org
The End!
For More Resources on this Topic, Go to
www.nais.org
Appendix
Related Slides
Statutory Duties
The Law says you collectively...
• Are responsible for the "business of the
institution"
• Have power to promote and preserve it
• Must follow bylaws, policies, common law
• Must monitor operations
• Can appoint and delegate
Statutory Duties
The Law says a Trustee must individually
exercise:
• Ordinary prudence
• Loyalty
• Obedience
Statutory Duties
• "Prudence...care you use in handling your
own business & personal affairs"
• "Loyalty...undivided allegiance to the
corporate purpose"
• "Obedience...carry out institutional
purpose per articles of incorporation &
bylaws"
Statutory Duties
“Obedience...carry out institutional purpose per
articles of incorporation & bylaws”
Sample Provision:
“The head of school shall have full charge of the
administration of the educational program of the
school; the admission and expulsion of students;
and the administration of the faculty and other
staff of the school. The head shall have full
authority on behalf of the board of trustees to
take any and all actions necessary for the proper
conduct of the school as such, subject only to the
power of removal vested in the board of trustees
and to such budgetary restrictions as the board of
trustees shall from time to time impose.”
Developing the Board
Adapted with permission from the May 2004 edition of Board Member,
Volume 13, Number 3. BoardSource (c) 2004.
The SAT Analogy:
Our board is to our school
as
is to
.
Our admin team is to our school
as
is to
.
Problem Solving via Strategic Governance
Needed: Three Levels of Trusteeship
 Level One: Fiduciary (auditing function of
oversight and assessment of mission &
finance)
 Level Two: Strategic (leadership function:
“less management/more governance” via
scanning and planning)
 Level Three: Generative (visionary function
of shared leadership, R&D orientation for
imagining and experimenting).
Three Levels of Board Governance
Adapted with permission from the May 2004 edition of Board Member,
Volume 13, Number 3. BoardSource (c) 2004.
Board as Control
Mechanism
Board as Direction
Setter (Strategic,
Board as Meaning
Maker (Generative,
Dam :: River
Compass :: Navigation
Inspiration :: Poet
Curbstone :: Road
Headlights :: Auto
Values :: Choices
Border Collie :: Herd
Guidance System ::
Satellite
Designer :: Work of Art
(Fiduciary, Oversight:
“Doing things right”)
Traffic Tower :: Pilot
Governor :: Engine
Landlord :: Tenant
Anchor :: Ship
Leadership: “Doing the
right things”)
Periscope :: Submarine
Flight Planner :: Pilot
Visionary: “Leaving a
legacy”)
Spirit :: Higher Purpose
Lighthouse :: Ship
Rudder :: Ship
“The antidote to micromanagement is macroengagement.”~Dick Chait.
Three-Tier Thinking
 Rising Benefit Costs:
– Fiduciary thinking: “Increase co-pays” to
share costs with employees”
– Strategic thinking: “Market our absorbing
of increased costs as recruitment/retention
benefit”
– Generative thinking: “Form a benefitpurchasing consortium”
Three-Tier Thinking
 Add another Foreign Language:
– Fiduciary thinking: “OK: which other language do we
drop?”
– Strategic thinking: “Why don’t we offer small
enrollment courses (language or whatever) on an a la
carte pricing basis?
– Generative thinking: Which languages will be not a
feature but a benefit in terms of market niche and longterm advantage to graduates? (German after WWII,
Russian after Sputnik, Arabic now, Chinese next?)
– “Chinese is strategic in a way that a lot of other
languages aren’t…. Planning to be ready to engage with
(the Chinese) rather than only thinking of them in terms
of a challenge or a competitor is the smart thing to do.”
Scott McGinnis, on the rising popularity of Chinese classes in American
public schools. (Newsweek, 10/24/05)
“The Best Way for Boards To Operate
~Hugh Price, Chronicle of Philanthropy, 01/26/06 (Sr. Fellow at Brookings Institute,
former CEO of National Urban League and Rockefeller Foundation VP

Micromanagers need not apply: boards that perpetually get in the CEO's
backfield create chaos by transmitting mixed signals about who is in
charge day in and day out.

Authentic commitment to the enterprise and ability to shoulder the
burdens of trusteeship

Expertise that augments the skills of senior management in such crucial
areas as finance, deal making, and marketing.

A worldview that helps management detect and comprehend relevant
and noteworthy trends that might not be spotted from inside the
organizational bunker.

Personal wealth, institutional resources, or influential contacts that help
the organization generate critically important grants, contracts, or
endowment gifts.

Financial acumen to ensure that management cannot pull the wool over
directors' eyes and that the organization meets all audit, tax, and
reporting obligations.

Diversity. Ethnic and gender diversity matter enormously because they
greatly enrich deliberations and help keep the organization in touch with
the real world.
Governance Case Studies 13, 29, 1, 5, etc.
The Brutal Facts:
• Case Study #13: “Taking Charge: The Case of the Eager
Beaver Trustee”: How do the head and board chair respond?
Download from: http://www.blueskybroadcast.com/Client/NAIS/Case/case.html
• Volatile Version: A prominent board member & current parent
calls the head of school to say, “I just learned what your middle
school science teacher said in class yesterday—if you don’t fire
him, I’m withdrawing my $250K pledge to the capital
campaign.” How does the head handle this “high stakes” call?
What does the board chair do?
• International School Version: the call is from the Minister of
Education who sits on the board and who threatens to deport
the head if he keeps allowing the teachers to give his son so
much homework.
The Case of the Eager Beaver New Trustee
Leadership Issues in Play & Ethical Practices at Stake:

Is it ever appropriate for an individual trustee to go on his or her
own exploratory investigations? To give orders to staff?

What about the “reporting path” for business managers,
admissions directors, and development directors, who frequently
have board committees that they staff and provide information
for committee chairs who in the course of their work sometimes
need and request detailed reports?

When there is a “breakdown” of the governance/management
boundary by a new or aggressive trustee, how can the damage be
repaired and prevented from happening again?
The Case of the Eager Beaver New Trustee
NAIS’s Take on the Leadership Issues in Play & PGPs at Stake

Trustees who work alone instead of as members of their boards
can undermine the work of their boards and their heads of
school. Generally, individual trustees and boards should not be
involved in the day-to-day operations of the school and should
keep their focus and work on the strategic bigger picture.

Boards should have a process in place to gather the information
it needs to make strategic decisions. Generally, the head
delegates report generation to the appropriate key administrators,
but sees, edits as necessary, and approves the report before the
administrator delivers it to the board. Thus, the reporting path to
the committee chair is through the head of school.

The admissions director and business manager and development
director must maintain the confidentiality of individual and
institutional records and should inform the head if the security of
these records is threatened.
The Case of the Eager Beaver New Trustee
NAIS’s Take on the Leadership Issues in Play & PGPs at Stake
 To prevent bad behaviors from “rogue” trustees, the Committee
on Trustees should conduct adequate board orientation and
training, including intensive “onboarding” to the culture and
governance vs. management boundaries of independent school
decision-making. Frequently, there should be board-training for
the whole board, using NAIS case studies like this one.
Annually, board members should sign, along with their “conflict
of interest” document, a “board contract” stipulating
expectations of board members. (Samples available on the NAIS
website.)

Generally, the “correction of course” for a boundary-breaking
trustee simply requires a conversation from the board chair. If
that fails, then the board chair, Committee on Trustees chair, and
a board colleague/friend need to go on a “walk in the woods”
with the misbehaving board member. If that fails, boards should
have and use the trustee removal clause in their bylaws.
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Governance Case Study #29: The Letter
Download from:
http://www.blueskybroadcast.com/Client/NAIS/Case/case.html
The Brutal Facts: Disgruntled Parent Version
• A disgruntled parent board member decides to quit the
board and remove her children from the school in a fit of
pique over her child’s placement with a teacher she doesn’t
like.
• In an act of public defiance and retribution, she send a “It is
with a heavy heart I must leave the school I love…” letter
to all the board and parents, indicating her loss of
confidence in the effectiveness of the leadership of the head
and the board.
• The letter causes quite a stir of concern in the parent body,
not to mention the board.
• What’s the board and head to do?
Governance Case Study: The Letter
NAIS Position: How to counter a PR assault
• It’s time to call your media-crisis consultant to help draft a
letter to parents and to plan the response to the media if
they come knocking.
• It’s important for the whole board to get on board with
repudiating the means of assault, especially if it’s an
anonymous letter or email to the community, as “shameful”
and remind the community how conflict is supposed to be
resolved in a civilized school community.
• Loose cannon board members should be screened out in a
“try-out” system before being appointed or “termed out”
after a single term.
• Board “contracts” and “parent contracts” should establish
behavioral expectations, including email and letter-writing
protocols.
• Boards must establish and respect the role of and
boundaries for the board members.
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Governance Case Study#1: Harsh Transitions
Download from:
http://www.blueskybroadcast.com/Client/NAIS/Case/case.html
The Brutal Facts:
• Head has hired a new fourth grade teacher.
• Strong and vocal group of parents decide they don’t like her
and are about to launch a petition among parents asking for
her replacement, immediately.
• Main complaints: “She’s too demanding. Doesn’t fit the
culture of our school.”
• Head’s judgment: “She’s the best teacher in the school.”
• Board members getting calls: What’s the head do now?
----------------------------------------------------------International School Version:
• The group is one nationality or another that thinks the
program, texts, and staff are not American enough or
British enough or host-country enough.
Governance Case Study: Harsh Transitions
NAIS position: How to handle parent “complaint calls”
• Board members re-direct the calls to the appropriate staff
member
• Head supports the teacher but also “trouble-shoots” with the
teacher.
• If necessary, the academic leadership meets with small
groups of parents to discuss the issues.
• Eventually either the community starts to see the virtue in
the teacher and program, or someone moves on
• Boards must know the role of and boundaries for the parent
body.
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Governance Case Study #5: Clash of Styles
Download from:
http://www.blueskybroadcast.com/Client/NAIS/Case/case.html
The Brutal Facts:
• Head is in her sixth year of a very successful tenure in
terms of school growth, parent satisfaction, and
introduction of new ideas.
• A highly respected segment of the senior faculty,
however, is not happy with many of the changes and
begins to express its unhappiness to their friends on the
board.
• Prior to the April evaluation session by the board of the
head, a senior faculty confides to the board chair that
there is a movement afoot for faculty to vote “no
confidence” in the head.
• What’s the board do now?
Governance Case Study: Clash of Styles
NAIS Position: How to handle a faculty revolt.
• Examine openly the extent to which board members have
neglected to cut-off such “off the record” complaints.
• Co-define with the head “what’s important” and “high
impact” activities, and evaluate the head accordingly, the
“substance” rule.
• Recommend that the head conduct a “school climate
survey” among the faculty and staff to ascertain the
health of the climate and to seek counsel on how to
address issues to improve it if necessary.
• Boards must know the role of and boundaries for the
faculty.
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Independence: Trustee Case Studies
1) You are watching your school (lose a hockey game) (perform abysmally on stage).
Your child has often complained that the coach is "no good" and "mean." Another
parent makes a remark indicating she doubts the abilities of the coach.
(a) You tell the parent that you're concerned, too, and will mention it at the next Board
meeting.
(b) You change the subject and not report the conversation to the Head.
(c) You ask around to see if others share your doubts, then report your findings to the
Chairman of the Board.
(d) You find an opportunity to talk to the Head about your worries.
(e) You write a note to the AD/Department Chair to report parent concerns.
Answer: 1. D: The inclination "not to bother the head" is often misguided: heads
appreciate input from various sources. If indeed the coach is unskilled and
unsuccessful with kids, your comments may not be the first the head has heard on the
topic, but they may be helpful in presenting an overall picture of a situation needing
some attention. NOTE: You should advise the unhappy parent to talk directly with the
coach.
Independence: Trustee Case Studies
2) You are a member of the Executive Committee and President-elect of the Board of
Trustees. You receive a registered letter signed by the faculty expressing their
disapproval of the firing of the school librarian (15 years with the school) and asking for
a meeting with the Trustees. Your committee had discussed the impending firing with
the Head before the action was taken and had both agreed that it was necessary and
helped to work out the timing and terms of dismissal.
(a) You call the Head, report the mailgram and say that you feel it is necessary to meet with
the faculty, preferably without the Head, at least to show them that you are open to their
concerns.
(b) You call the present Chairman of the Board and ask that a response be made to the
faculty from the Board.
(c) You ignore the Mailgram, assuming that the Board Chairman and/or Head will handle it.
(d) You send a reply to the faculty saying that although you understand their concern, hiring
and firing decisions are the domain of the Head, whose action you support.
(e) You call the Board Chairman and ask for a special Board meeting to deal with the crisis.
Answer: 2. B: One person speaks for the Board, the Chair. The Board must not be seen as a
court of appeal by which to circumvent the decisions of the head, for such a posture
inevitably undermines the authority and therefore the effectiveness of the head. The
board chair would do (d), supporting the authority of the head.
Independence: Trustee Case Studies
3) You have overheard several conversations in which your child and other students
discuss the drinking habits of a teacher. They feel he is often absent and/or hung over
on Monday mornings - and his reputation as a heavy evening and weekend drinker is
well established, at least among the students.
(a) You report the accusations to the Head.
(b) You tell the students that if they have real proof of their accusations they should speak
to the Head, and if not, they are spreading rumors that are unfair and dangerous.
(c) You bring the accusations up at a Board meeting.
(d) You discuss the problem with the Chairman of the Board.
(e) You ask the students what proof they have, and then inform both the Head and the
Chairman of the conversation.
Answer: 3. A: The issue here is the proper boundary between board (governance, sets
policy) and head (administration, in charge of day to day operations, including
supervision of personnel). Board members should never place themselves in the
position of assuming a quasi-administrative role, as would be intimated by counseling
of the students or by probing for evidence. The head must be advised of such charges
or rumors, and perhaps the Board Chair, as well (although good practice would dictate
that the head routinely share such concerns with the Board Chair and in some cases
with the Board Personnel Committee).
Independence: Parents Case Studies
4). You have learned that the school is about to implement a new sex-ed curriculum, and when
you ask to see the syllabus for the program, you are horrified that topics include some you
hoped your son or daughter would never hear about, much less discuss.
(a)
You bring the syllabus to the neighborhood cocktail party to find out how many
other parents are apprised of the new program.
(b) You send a mailing to all parents, with a petition asking that the school drop the
implementation of the new program and leave sex ed up to individual parents, where it
belongs.
(c)
You write to the head of the school and copy the parents association officers to let
the head know that at least you would object to the new program and that you suspect there
might be other like-minded parents who would object as well, seeking some relief from the
requirement on an individual basis.
(d) You call the Head of the school to threaten removing your children is the curriculum
is implemented.
(e)
You swallow hard and tell your child to feign illness during sex-ed class, and remove
himself or herself to the school nurse.
Answer: 4. C. In almost all cases dealing with curriculum, we’d counsel you trust the expertise
of teachers and school authorities, the exception being issues that have religious and moral
dimensions to them. In these cases, you may try to appeal for a “waiver,” but know that it
may be a request not honored.
Independence: Parents Case Studies
5). You see your child's backpack on the chair at home, pick it up and a note drops out.
Without thinking, you open the note and discover it is an invitation to the entire
sophomore class to a party at a student's house on Saturday evening (B.Y.O.B.). The
student is the son of a friend of yours, and you know that the parents will be out of town
that weekend.
(a)
You confront your son about the note, threaten to call the school about the planned
party, but relent when he objects strenuously, accusing you of spying and indicating that
you will ruin his place among his peers.
(b) You decide to replace the note and decide not to mention it, given the circumstances
under which you discovered it, but you make some arrangements for your son to be away
for the weekend.
(c)
You tell your spouse of the discovery but your spouse argues that no matter what
else happens, by contacting the school, you will ruin the friendship between the two boys,
and between you and your friends.
(d) You call your friends and indicate to them that you hope that they will alert the
school to intervene to make certain the message is disseminated that the party will not
occur. You wait a day, then follow up with the school.
(e).
You call the Realtor and put your house on the market.
Answer:5. D. The reason schools have trouble getting students to confront bad behavior with
one another is that adults won’t confront adults who are being irresponsible. The school
has a legal and moral obligation to notify, since illegal behaviors are likely to occur, and
the arrangements for them happen at school.
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NAIS Publications for Trustees