Wednesday, 26 September 2018

Board Work is Hard - Part 6 of 10: Who Does What

One of the more frequent causes of boardroom trouble is a lack of clarity on the difference in the roles of the board, the chairperson, senior staff, and individual trustees. Each of these entities has a specific set of responsibilities, defined by the School Act and other legislation, the board’s own bylaws and policies, and the superintendent’s contract. These tend to be high-level role descriptions leaving lots of room for variation and interpretation. This places a high level of responsibility on boards to ensure that governance roles and responsibilities are properly defined, clearly communicated, and visible in practice. When this is not the case lines become blurred and problems emerge.

A challenging for some trustees is understanding and accepting the concept of the corporate board. Simply put, this means that the board as a whole is considered to be a single legal entity. Although it is made up of individual trustees who bring their perspectives to the decision-making process, once a decision is made by majority vote it is the decision of the whole board, not just those members who voted in favour. Those who did not vote in favour are expected to respect the decision and not undermine its implementation. It is sometimes a hard lesson for trustees who campaigned on promises to bring about certain changes to find out that as individuals they have no authority to make changes unless the majority of the board agrees, and no authority to frustrate the progress of decisions once they are made. Boards do not work under the parliamentary model of the provincial and federal governments where there is an opposition party. A related point is that once elected, trustees do not just represent the interests of any special interest group that may have supported them during the campaign, whether it be a specific parent group or union. As stated in an earlier post, once elected they represent the whole community – those who voted for them, those who did not, and those who didn’t vote at all.

The limited authority of the individual trustee extends outside of the boardroom as well. Election to the board does not give an individual trustee any authority to act as or direct staff. The general public and even some staff members do not understand this either. A parent may call an individual trustee at home to ask them to step in and solve some issue with their child at the school or classroom level, but the trustee has no authority to do so. It’s tempting but it is a recipe for trouble on many levels. Boards need to have clear expectations and early training for members to clarify these roles and to provide guidance in how to appropriately respond to requests for intervention from parents, staff and the public.

Another frequent area of role confusion is between the board and senior staff. On the surface, it seems relatively straight forward. The board sets the educational direction for the district, develops policies that establish parameters within which the goals are to be achieved, and monitors progress towards those goals. Senior staff, under the direction of the Superintendent/CEO, plan and implement activities to achieve the board’s goals, and to provide accurate information to help the board assess progress. This is a simplification of the respective roles, but as the oft-cited analogy says, the board determines where the train should go and staff run the trains. The trouble starts when trustees start playing with the trains. Avoiding this can be hard to do. Sometimes it is a matter of necessity. Some districts, particularly small ones, may not have the senior staff resources to manage all of the operational aspects of running the district. In these cases, trustees may need to be more involved in operational level committee work. More frequently, though, boards can become too hands-on because they like it. Operational decision-making is more tangible than policy work. You are defining and solving real day-to-day issues. It makes you feel like you have achieved something and you can more immediately see the results of your efforts. Sometimes this involvement in operational decision-making happens intentionally, but more often it is a slow creep. A quick review of board agendas can give you a sense of how much time the board is spending on matters outside of its policy setting and monitoring role. When there is a lack of clarity between the board and senior staff frustration and distrust can grow on both sides. I know of no successful board that does not have a good working relationship with its superintendent. Superintendents, however, are loath to raise these concerns with their boards, their employer. Sorting these roles out is difficult because they are not always black and white, but it is a key component during board/superintendent orientation and review processes.

In part four of this series, I touched on the critical role of the Board Chair in managing meeting processes and behaviour. The Chair not only runs board meetings but usually represents the board as a whole when communicating with media and the superintendent. Once again, it is important for boards to have processes in place so that all members are clear on who speaks for the board, which is almost always the Chair. This puts significant pressure on the Chair to ensure that when she does speak to the media or provides direction to the superintendent she is doing so based on board policies, previous decisions, and her best knowledge of the board’s perspectives. She is not expressing her own opinions or making independent decisions outside of those parameters, because like other trustees, as an individual she has no authority except that which is given her by the board. Being clear on and executing the role of the Chair is a challenging exercise in leadership.

I can't emphasise enough the importance of role clarity in building effective boards. When trustees, staff, parents and the general public have a clear understanding of both the authority and the limitations of the board there is a much greater chance that the board will fulfil its role in a productive and respectful manner.

Sunday, 16 September 2018

Board Work is Hard - Part 5 of 10: Goal Clarity

The two previous posts focused on the value of establishing a code of conduct and a set of meeting procedures early in the board’s term. Achieving clarity on the board’s goals for the coming term is also an important component to decrease the likelihood of board disharmony. Most boards go through a strategic planning exercise at the beginning of the term. However, similar to a code of conduct, not all boards use the strategic plan as a living document to guide decision-making throughout the term. Strategic planning rightfully establishes the board’s long-term goals for the district which are then typically assigned to the superintendent to develop implementation plans for board approval.
Reaching agreement on the big goals for the coming term is not always easy, particularly if there are contentious issues related to school closures, reconfiguration and funding – and contentious issues are more the norm lately - but once hammered out and approved by board vote the strategic plan serves as an agreement to work towards those ends. There may well be disagreement on how to achieve the goals as staff bring back the operational and funding realities - and plans may need to be changed given those realities - but the initial agreement by vote that this is where we want to go should serve as a compass to guide future decisions.  If there is not at least general agreement on what you want to achieve your board can spend a lot of unproductive time in the future months and years of the term.
It would be naive to suggest that a majority vote to approve the strategic plan means that all board members are in agreement. But one of the main tenants of the corporate board model under which school boards operate is that once a motion is approved, those who were in the minority agree to go along with the decision. This doesn’t necessarily mean the minority will be cheerleaders for the direction but ongoing dissension and undermining is not allowed.  I will write more on this in a future post but there is a misunderstanding in the minds of some trustees about the differences between a corporate board model and the parliamentary system that has a party charged with the responsibility of providing an ongoing check and balance role to the governing party. In severe cases, trustees who continually undermine the work of the board can, depending on provincial and board rules, be censored and possibly excluded from certain board activities (more on this later).

A strategic plan is not set in stone and does not guarantee board harmony. But the lack of initial agreement on goals opens the door to ongoing dissension. It also increases the likelihood of boards spending too much time on non-strategic matters.

Monday, 10 September 2018

Board Work is Hard - Part 4 of 10: Good Processes Build Better Boards

School boards are intentionally comprised of several elected trustees in order to bring a variety of community voices to the board table. It is this diversity of perspective that enriches decision-making and community representation. This, of course, is the critical attribute of publicly elected school boards, and is also what makes board work hard. It means that ideas will be contested, opinions will be defended, and disagreements may be strong. This human and sometimes messy part of board work is essential, but that doesn’t mean that governance has to mired in poor behaviour or chaotic “debate’. 

The most successful boards are able to manage their work by establishing and reinforcing a set of good governance practices.  Unfortunately, some boards are reluctant to do so.  Sometimes there is a tendency, particularly with boards from smaller communities or those that have enjoyed long-term stability, to be somewhat casual with board processes such as the chairing of meetings, building agendas, and trustee communications. I have observed some board meetings that more closely resemble informal discussions, with minimal management, loose agendas and few formal motions.  On the surface this may feel comfortable but this lack of process leaves a board more vulnerable to dysfunction, projects an image that diminishes the importance of the board’s work in the eye of the public and can leave senior staff unclear on board direction.

I am not suggestion that meetings need to be run stiffly to be effective. They can be professional and comfortable at the same time.  It starts with an inclusive and transparent process for agenda building and distribution.  All trustees should have the ability to bring matters of concern to the board for discussion. But except for emergent issues, this needs to be done in advance so that everyone knows what is coming and senior staff, in particular, have an opportunity to have the appropriate information at hand to answer questions to help guide the board’s decision-making.  It also limits the ability of those who may wish to ambush other members or senior staff.  The principle here is no surprises. But if there is little opportunity for input on the agenda or one that is only loosely followed, then meetings can turn into free-for-alls and provide an open platform for those who want to grandstand or undermine.

The second critical factor is good meeting chairing. This topic requires much more space than available here and perhaps will be the subject of a future article. Briefly, however, the Chair is like the conductor of the orchestra. She sets the tone and ensures order. There are two key attributes to good chairing: Having a working knowledge of the rules and processes of running a meeting (the science of chairing), and; having a style that is professional, equitable and comfortable in nature (the art of chairing). The Chair also leads by example. I have seen Chairs who misuse their role by dominating the discussion, editorialising after others have spoken, and running the board as though they own it.  Although Chairs are normally the spokesperson for the board with the public and senior staff, they are there to serve the board, not to be its monarch. To be fair, chairing meetings is challenging work.  All the more reason to have a set of procedures, such as Robert’s Rules, upon which to rely. This doesn’t mean the Chair has to be a trained parliamentarian. The vast majority of meeting procedure are covered by just a handful of Robert’s Rules (or other standardised meeting rules) supported by your own board’s meeting policies. Meetings need to be run using a predictable set of procedures that everyone knows and can rely on.

Upcoming posts in this series will explore other processes to help your board become and remain a high functioning governance body.

Monday, 3 September 2018

Board Work is Hard - Part 3 of 10: A Living Code of Conduct

As the saying goes, "an ounce of prevention is worth a pound of cure" and a living code of conduct is one of the best things a board can have to ensure positive intra-board relations.
There is nothing new or revolutionary about the need for boards to have a code of conduct.  Governance experts have been recommending it forever, and most boards have one – somewhere.  The question is whether it is a living code or just a nicely worded document that was developed at a retreat and now sits in a binder, or perhaps even posted on a wall in the boardroom. A code of conduct is a bedrock document that describes how the board and individual members will conduct themselves. It outlines individual and group behaviours that exemplify ethical and constructive governance practices.
Developing a code is not particularly complicated but it is a process in which I recommend a board get assistance. An experienced facilitator can help members equitably identify not just appropriate conduct but what it will look like in real life, how to monitor how well the code is being lived, and what to do when there are the inevitable stumbles. This should ideally be done at the beginning of the board’s term and combined with the development of a strategic plan and other governance orientation matters. Some people see the development of a code as an unnecessary “touchy-feely” exercise that takes time away from "real" board business, but it doesn’t need to be that way.  I can tell you from experience that boards that don’t invest time in reaching agreement on not just where they want to go but how they will behave can find themselves spending a lot of unproductive time later on. And as a board, you will be measured not just on what you achieve but how you achieve it.

Although developing the code is an essential exercise the greatest value comes from how it is used after it is written. Unfortunately, for many boards, the code rarely is cited again except perhaps as a cudgel to bring a wayward member back into line.  To be effective the code deserves more time than just its generation. I am not suggesting that time should be taken out of every meeting to assess how the board is doing. I’ve seen this done and it can quickly become a useless end-of-meeting exercise. I am suggesting though, that it should be part of a scheduled board self-review process that allocates time outside of regular board business to check in on the board’s perceptions of how it is doing in this and other governance processes (more on board self-review in a future post). Besides keeping the code fresh in both mind and deed, the self-review check-in allows for open and frank discussions about what the board is doing well and where it can do better. The code by itself is just an expression of good intentions. It’s how boards live the code and support it with other procedures that make the difference.