April 2021

Member query:

Can you describe when, if ever, it might be appropriate for a school to have their HOS serve as a voting member of their board? NAIS data show that approximately 20% of independent schools have their HOS as a voting board member, so they must have determined this as appropriate.


Reply from Cathy Trower:

I’m agnostic on the issue but I would say that the argument against is that voting board members should be “disinterested” (independent) and it would be very difficult to argue that the Head is. Boards need to make tough calls and having the Head vote could place that person in a difficult position vis-à-vis staff, teachers, parents, or some other group. This in no way negates that the board and head are partners in leadership, but it keeps the head out of the fray.

In California, however, a law was passed January 1, 2015, saying that ex-officio board members are legal fiduciaries, with vote, and should not be recused from discussions and votes, period. The California law states “A director of a nonprofit corporation has certain fiduciary duties and is responsible, along with all of the other directors, for the oversight and the ultimate success or failure of the corporation.”

Beyond California, one could argue that the HOS should take a stand, and vote, on critical issues precisely because that person is in the hot seat and has much to lose if things do not go smoothy. One could also argue that the HOS is closer to the action on the ground and is actually most knowledgeable about the issues upon which the board must vote. Why would you relegate that person to a “second-class” position? The HOS certainly abides by the legal fiduciary responsibilities of care, loyalty, and obedience (along with all other trustees).

As this world becomes increasingly complex, and sometimes chaotic, I wonder if we won’t see more independent school boards changing bylaws to give the Head a vote. When it comes down to it, it is difficult to imagine a board voting the opposite of what the HOS and their team is saying, and the direction leadership is going.



Member Query:
Can you explain from a governance perspective, why most corporate boards have their CEO as a voting member of their board and why non-profits do not have their Executive Director or HOS as a voting member of their board?


Reply from Cathy Trower:
Corporate boards are an entirely different beast with different rules and regulations. It wasn’t that long ago that it was standard practice for the CEO to also be the Board Chair. Corporate boards are much smaller and often comprised of some people internal to the organization (others in C-suite positions) and some independent (outside) directors. Corporations want their CEO to be fully responsible and accountable for corporate strategy—that person, after all, has to ensure buy-in throughout the company—which would be impossible if that person disagreed with a board decision. This is not to say that corporate boards should not have vigorous debate on both (and multiple) sides of an issue but in the end, all need to row in the same direction.

If a board—any board, corporate or nonprofit—determines that the leader is no longer the right person to take the organization into the future, they let the person go.