November 2021

Member Query:

1. Is the board’s ‘committee on trustees’ or ‘Governance committee’ the best committee to identify and plan for the board’s professional development needs? Should this committee also be recommending board/committee structure or does that come from board leadership – Chair with HOS, Exec Comm?


Reply from Cathy Trower:

If you have a high functioning Governance Committee (with work that goes beyond nominating), then absolutely; it’s a great place for thinking through the board’s education and development needs. Some boards call this committee “Governance and Board Development.”

Oftentimes, yes, this committee is also the place for discussions about board/committee structure including thinking through committee leadership, charters, and composition. This committee should periodically revisit the structure to ensure that the board is driving the work of the committees (not vice versa), that the right committees are in place doing important work, that the committee structure is well-aligned with strategic imperative, and that task forces and ad hoc groups are formed as needed. Importantly, this committee does its work in collaboration with the Head of School and the Board Chair.



Member Query:

2. How does the committee best assess and plan for the board’s professional development needs?


Reply from Cathy Trower:

One way is to ask the Head of School what they see in terms of the board’s professional development needs. That person is well-positioned to see what’s ahead, important trends affecting the school, and knows the board’s strengths and areas for improvement.

Another way is to start with that list of topics the Head sees as important and poll the board members to get a sense of their knowledge level on those topics (a simple 1 to 5 scale where 1 = “I don’t know about that at all” to 5 = “I’m confident of my knowledge in this area works well”). Assuming people are honest, you will easily see the knowledge gaps. And, if you get some 5’s on some topics, you might have some people in a position to help craft those development / education sessions, or work with outside experts in designing educational sessions. I worked with a school a few years ago on this and we used items under these broad themes:

  • DEI & J
  • Education
  • Ethics curriculum
  • STEM
  • Social media
  • International programming
  • Student behavior and student life
  • School finance and business model
  • Real estate/ school footprint
  • Sustainability
  • Community engagement
  • Administration-Faculty relations
  • Communications

October 2021

Member Query:

As a brand new Chair & relatively new trustee (in my 3rd year), I’m still striving to get my head around who owns which school policies. Some are clear: Investment policy & capital expenditure policy belong to the board. It’s less clear where responsibility lies for things like anti-bullying policy or student conduct & discipline policy. My hunch is that these are administrative policies that the board can endorse. But they seem to fall within the purview of running the school. Some do bump into law, as well. Is there a meaningful distinction between board policy and board-approved policy?


Reply from Cathy Trower:

This is a great question as it does indeed bump up against what so many boards and trustees wonder about: What is clearly the Head/administration domain: What clearly the Board’s domain; and What is the shared space. The NAIS diagonal line (that is ubiquitous) places “Policies” in the Board Decision / Head’s Advice (top box) space. But it does not specify which policies that means. All? Or only some? And how would you know? I also like the question posed above around “board policy” and “board-approved” policy.

My best advice for you as a new chair is to speak with you Head about this topic and, if they agree, spend some time at an upcoming Board meeting discussing the finer lines. My personal views (based on a lot of experience and seeing what works well at schools) are these:

  1. Policies that are clearly Board are about key areas of Board oversight (as you state – investment and capital expenditures – and I would add endowment draw; conflict of interest; budget; Head compensation; audit; whistle blower; Head succession plan; risk mitigation). NOTE: Some put cyber-security here with the Board; the Board should ensure that there are provisions in place to deal with such matters.
  2. Policies for the Board and Head to work out together: compensation philosophy; execution of contracts including amount below which the Head does not need to seek Board approval; enrollment philosophy including financial aid and admissions priorities; tuition remission for employees; employment contracts to limit the school’s liability; staff talent management; vendor contracts).
  3. Policies for the Head and their team: operational matters such as what you have above – anti-bullying; student conduct and discipline; family/student handbooks; student grading; graduation requirements; how offices of the school operate and reporting structure; admissions processes; employment/HR processes ad handbooks; data management / information systems; School communications including crisis communications).

Many have asked about matters related to COVID (e.g., vaccinations, masks). Heads have seen this as within their domain and, indeed, in many cases had to act quickly. Some sought advice from their Board Chair; others from their Executive Committee or Board officers.

August 2021

Member Query:

When it comes to strategic decisions (branding, summer offerings, marketing strategies, etc ) do other Boards have an approval process or process map to understand who owns what work and which decisions need signoff from either the specific Board Committee, the full Board of Trustees, or both? If the decision is strategic in nature, can the administrator make the decision without Board approval or must the Board (or the Board committee) weigh in? Can the Head of School okay a strategic decision without Board sign-off?

Reply from Cathy Trower:

All organization run into these blurred governance lines, so you are not alone! And I think it’s safe to say that things are getting blurrier as the issues we are facing are becoming increasingly politicized, charged with emotion, and potentially divisive.

As I look at your list of “strategic” decisions — branding, summer offerings, marketing strategies — I would place summer offerings and marketing strategies in the administration’s domain (although brand and brand strategy would certainly warrant board dialogue and wisdom, depending on where the school is in its branding process, if rebranding, etc). Part of the issue is what one person sees as “strategic” might seem “operational” or “fiduciary” to another.

As I read this inquiry, I was reminded of an article my good colleague Richard Chait wrote for the Association of Governing Boards of Colleges and Universities / AGB’s Trusteeship magazine (Vol 25, No 1, Jan-Feb 2017) called “Decisions. Decisions.” Many of you may know that Dick is no stranger to independent school governance and you’ll see it’s an easy crosswalk with the concepts from colleges to schools.

Dick suggests having a small group of trustees and staff develop a “list of concrete, plausible situations that implicate decision rights— either hypotheticals developed locally or real-life incidents from peer institutions. (Avoid events that actually occurred…so as not to reopen the discussion.) The list should encompass the board’s traditional spheres of responsibility, for example, academics, facilities, finances, and student life.”

Then, convert the list into a survey to be completed by all trustees as well as senior staff who interact regularly with the board. (Each person should retain a copy of the completed survey for reference when the board and staff meet to discuss the results.) Responses should be anonymous except for a designation as either board member or staff. For each item, there are four choices (Dick had three; I’ve adapted his):

  1. The decision should be made by the Head of School (or appropriate senior officer) with the board informed in a timely manner.
  2. The decision should be made by the Head of School after discussion with the board (or appropriate committee of the board).
  3. The decision should be made by the board after discussion with the Head of School.
  4. Decided by the Administration without informing the board.

The responses are then tabulated “separately and together in order to enable intra-group and intergroup comparisons” and showing:

  • Items with greatest agreement among all respondents.
  • Items with least agreement among all respondents.
  • Items with greatest disparity between board and staff member responses.
  • Items with the least intra-group consensus.

Then, have a meeting to discuss what you see and ask trustees and staff to think about the primary reason they marked things as they did. This discussion is likely to surface all sorts of helpful ideas that will enable more consultation among appropriate parties (staff, board, committees, full board) and lead to better decisions.

Chait’s article notes several decision criteria that are often applied – either explicitly or implicitly. They are:

  1. Fiduciary responsibility. Does the decision invoke the board’s fundamental fiduciary responsibilities, for example, on setting mission; approving strategy and policy; and ensuring quality, sustainability, and integrity?
  2. Risk. Does the decision present substantial financial, reputational, or ethical risks or endanger safety?
  3. Consistency. Does the decision represent a significant departure from established policy, strategy, or precedent?
  4. Symbolism. Does the decision implicate core values that could be contravened?
  5. Competence. Where does relevant expertise and comparative advantage reside to analyze and decide the issue?
  6. Support. Would board actions legitimate the decision and thereby enhance prospects for a favorable outcome?
  7. Morale. Would a decision by the board (versus management) signal lack of confidence and demoralize staff?

How enlightening, right? I have used this process with a number of organizations and all have found it enormously helpful. No doubt savvy heads know when and how to engage their boards but in this increasingly VUCA (volatile, uncertain, complex, ambiguous) world, a little time spent in this sort of activity will be well spent!

May 2021

Member Query:

How do you best handle parents requesting to attend board meetings

Unfortunately, there is no universal answer to the question of whether parents can attend board meetings. According to Caryn Pass, at Venable, LLP, it depends on the state statutes, your board’s bylaws and whether your school is a membership or non-membership organization.

This is certainly not common practice but schools should know the legal parameters on this issue and consulting with your school’s attorney would be advised.


Here are some thoughts that Cathy Trower has shared on this topic:

• Best practices when it comes to school community communications with the board.

There may be “best” practices out there somewhere, but I’m unaware of them. My advice is to think less about what others are doing in the form of communication and think more about what makes sense for your school, with its culture, in this climate. So many issues that come before boards nowadays are sensitive and politically and socially charged. There are no “best” or “right” approaches. My view is that trustees need to discuss matters as astute fiduciaries unhampered by the views of parents and other constituents who might want to hold sway or make demands or add pressure just by being in the room as trustees deliberate.

This means that the board must be able to govern in private, sometimes in executive session.

• Open public sessions of board meetings vs closed sessions.

I am not a fan of public board meetings. Public governance is wrought with difficulty, as seen in the press with public board operating in sunshine states (numerous examples in higher education sector).

• How do boards handle requests from the school community ( parents, faculty) to attend board meetings?

I am not sure how boards handle requests from the school community to attend board meetings, but I imagine there are plenty of ideas among your listserv chairs that could be helpful. My view is that those requests should be respectfully denied and note that board meeting minutes or highlights may be posted after meetings (and in accordance with your school’s bylaws and policies).

• Suggestions on how the board can set up a process for the community to communicate with the board on appropriate topics.

One idea would be to set up a task force or ad hoc working group comprised of a few trustees and staff members with expertise in communication to propose such a process for consideration by the full board. The task force might also some parents who are not current trustees and a former trustee or two.

In all cases, the Head of School should be integrally involved.

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.

March 2021

Member query:

SITUATION: Our board has term limits: trustees may serve three 3-year terms, and there is an allowance for a 10th year for a sitting board chair. We also have a very deliberate board chair succession process, where the individual serves as an EVP for a year, board chair for three, and a final year for continuity. Finding someone willing to give 5 years is not easy, especially in the current environment. It is such a crucial role.

In the upcoming board chair transition, we are finding that the best trustee for the job, would require an extra 3-year term. They would be a BOT member then for 12 years, rather than 10 current allowed. This person would be unanimously well received by the board, management, and the community. We don’t think this is unprecedented in our history but was curious if this sort of bylaw change is fairly typical?

QUESTION: If you have the right person for the job, do you allow for more flexibility in your bylaws to permit someone to serve in a leadership role and/or serve longer in that role?


Reply from Cathy Trower:

Yes, absolutely allow this. I do not recommend bylaws changes to accommodate one circumstance. But in this case, a couple of relatively simple changes could be made to allow greater flexibility for this crucial role, but not make it mandatory. You could, for example, add the word “typically” where you describe the terms and limits for the board chair as in, “The Board Chair ‘typically’ serves as EVP for one year, chair for three, and immediate past chair for one year.” Assuming your three 3-year terms are described in the bylaws, you could then add something like: “Depending on when in their terms the Board Chair moves into the EVP position, doing so may extend the tenure beyond the typical 9 years, to accommodate a 10th, 11th, or 12th year of service with a limit of 12” in the Board Chair term description.

You want to avoid making special accommodations for one individual while allowing some flexibility for this situation and the possibility that it could arise again, without having it become the norm. Ideally, succession planning would consider when a trustee becomes EVP to allow five years and still be within the 9-year total expectation.

I have also seen language for the chair position that simply says, “In special circumstances (e.g., to accommodate a Head search; for a major campaign), the Board Chair position may be extended up to three additional years in one-year increments.”

February 2021

Member query:

We are thinking of creating an advisory board to engage some of our larger donors and others in our region. What are some of the issues we need to think through?


Reply from Cathy Trower:

Advisory boards to engage donors and others in your region can be a great idea.
While I am not a fundraising expert, here are some things to think through:

  1. Write a purpose statement (description of this group’s role, responsibilities, and activities). In that description, be sure to distinguish this “advisory” board from other groups – especially the Board of Trustees.
  2. Specify meeting frequency, guidelines for membership (as well as for removal), and performance expectations—be clear about what you expect from members.
  3. Consider the name carefully. You might want to call this group “Friends of SCHOOL NAME” rather than “Advisory Board.”
  4. Ensure effective leadership of this group. Whomever chairs the group should be experienced in fundraising and leadership.
  5. Carefully consider the characteristics of group membership.
  6. Think through how you will gauge the group’s success. While you do not need to have strict performance criteria and formal measurement, you do want to ensure that the people who serve in this fashion feel valued and are not wasting their time.
  7. Ensure that your bylaws refer to the role of advisory bodies, including this one.

January 2021

Member query:

What role, if any, should the Head of School have in partnership with the Board Chair or Committee on Trustees in the vetting, interviewing or selecting of potential trustees? What is best practices and good governance?


Reply from Cathy Trower:

My opinion is that the Head of School should actively engage with the Board Chair and, ideally, with the Committee on Trustees (or Governance Committee) in board member succession including cultivating, vetting, interviewing, and recommending potential trustees. Voting new trustees is a board decision; some Heads have vote and others do not.

Because the relationship between Head and Board (and all trustees) is so important to the Head’s and school’s success, I think it is essential that the Head get to know potential board members and that they get to know the Head. Importantly, the Head may very well be a great source of ideas about potential trustees and may have ‘insider’ information about a prospective trustee that others may not be privy to especially if the prospective trustee is a current parent, donor, or has some other existing relationship with the school. The Head may know of red flags or other history that could influence whether or not someone should be considered as a Trustee.

The Head’s involvement with the Committee on Trustees or Governance Committee in discussing a matrix of competencies, skillsets, experiences, and backgrounds needed is also important and a good practice.

As long as there is committee oversight of trustee succession, there is no need for concern that a Head would “stack the deck” with their pals – something that used to happen frequently, but I just do not see much anymore. Most schools have gotten quite sophisticated with trustee succession and all for the better.

December 2020

Member query:

Can you provide guidance to Board Chairs on how to conduct appropriate succession planning for board officer positions?


Reply from Cathy Trower:

My advice starts with the obvious – have a plan. This means being intentional and transparent. Do not leave board officer selection to chance. Boards do not leave Head succession to chance – why would they do that with their own leadership?

This is a good job for the Governance Committee (rather than the sitting Board Chair, although the current chair can and should be involved).

The plan should include:

· A written policy statement for officer (typically Board Chair, Vice Chair, Treasurer, and Secretary) selection. Although not officers, some boards also describe the Committee Chair role/duties.

· Officer terms (these are usually found in the bylaws). Officers typically serve one-year appointments and must be re-elected annually; sometimes the Chair is an exception and may serve a two-year or three-year term. Policy should state the number of times an officer may be re-elected (in other words, term limits). Policy may also allow for extenuating circumstances such as keeping officers (especially the chair) in place during Head transition or capital campaigns.

· Succession plan including timelines for each officer. The Governance Committee should have a “grid” that shows each key leadership position, who the current leader is, potential successors for the current leader, and the timeline of service. Some boards have committee vice chairs with the intent that the committee VC will succeed the Chair. The grid will readily show if there is no known successor for leadership positions.

· Formal process description (how the board goes about officer nomination and selection).

· Position descriptions (what each job entails including the number of hours involved). The number of hours required for the Chair position should be thoughtfully stated; too many boards underestimate the time involved and a chair can be appointed who finds they do not have the time needed. If that happens, things fall to the Head, the Vice Chair, or through the cracks and everyone ends up frustrated. These descriptions should be revisited regularly to ensure currency and updated as needed.

· Selection criteria (the competencies, qualities, characteristics, skillsets needed for the position).

· A process to evaluate board leaders. Assessment of the Chair, in particular, is essential to having strong governance. (See prior blog on that.) As much as I hate to say it, it is difficult for governance / boards to rise above even a mediocre Board Chair, let alone a subpar one. Make Chair assessment a regular part of the board’s business.

Two additional important points:

1. As for the Head of School, some boards include an emergency succession plan for the Board Chair position – typically, the Vice Chair steps in.

2. New board member recruitment should be done with leadership succession in mind. In other words, you should seek future leaders for critical board positions (officer and committee chairs); in fact, some boards only bring on new board members who have leadership qualities. This does not mean that every single recruit/new board member will take on a leadership role, but they could.

One final thought on this last point, be careful about making implicit assumptions about new board members wanting leadership posts. Not everyone will want to step up or have the time to do so. A good practice is for the Board Chair to speak with each board member privately, annually, to see how that person is experiencing their board and committee service, what they see as areas of strength and areas for improvement of the board, what they find fulfilling and frustrating, if they have interest in leadership positions, etc.

November 2020

Member query:

Our by-laws state that the Board Chair is not eligible to serve on the Governance Committee. Our new HOS and I (a new Board Chair) are confused about this. Is it best practice?

What is the role of the Board Chair and the Head of School on a Governance Committee/Committee on Trustees?

Are there any circumstances where their presence might inhibit good governance practices (i.e., board members expressing lack of confidence in the Board Chair)?


Reply from Cathy Trower:

No, it is not “best practice” to disallow the Board Chair from serving on the Governance Committee/COT. To the contrary, I think it’s a good idea that the Chair attend Governance Committee/COT meetings (as with other committees), and to allow that person to be a voting member of the Governance Committee/COT, if that makes sense for your school (and if it is permitted in bylaws). So, to answer the first question, you might want to amend your bylaws on that clause, and also ensure that they are current and aligned with good practice on other matters (assuming, of course, that all is lawful in your state). Typically, the Governance Committee/COT, or a Bylaws Subcommittee, reviews the bylaws annually to keep them current.

It is also common practice for the Head of School to attend Governance Committee/COT meetings (as with other committees). The Head typically serves on the committee ex-officio and may or may not have a vote – again, it depends on bylaws provisions and state laws. The role of the HOS and Board Chair on the Governance Committee are the same as for other committees – they are actively engaged in dialogue on key issues under the purview of the committee. For Governance/COT, it’s difficult to imagine not wanting the Board Chair and HOS to be involved here because all Governance Committee/COT matters— composition, onboarding and orienting new board members, offboarding members, individual trustee performance, committee structure and leadership, officer selection and succession, ongoing board education, board assessment, board culture and dialogue, meeting effectiveness, etc.—affect the Head’s performance and the school’s success.

If necessary, as with any committee, the Governance Committee/COT can go into Executive Session without the HOS or staff liaison (often, the Director of Development).

So, that leaves us with the Board Chair. If the Board Chair is a member of the Governance Committee/COT, and the committee wishes to discuss the Chair’s performance, the Chair would be asked to recuse themselves, just as the HOS does when the Board (or Compensation Committee) wishes to discuss the Head’s performance. A good practice is to evaluate the Chair’s performance annually (or after each meeting). This way, all trustees have anonymous input regarding the Chair and the Chair gets needed feedback about what’s going well/less well, strengths/areas for improvement. [See June 2020 for more on Board Chair assessment.]