Board governance handbook This is the third installment in my series on good college governance. Thus far, I have emphasized the inescapably crucial role board governance plays in the success or failure of an institution and I have urged that the path to improvement should begin with a frank assessment of how well your board is functioning. That leads to my assertion that good governance requires that the board itself must own the responsibility and make provision for high functioning.

Insist on ownership

If you are reading this post as a president, I want to emphasize that attempts on your part to cover, correct, or compensate for inadequate board performance will not suffice and may, in fact, exacerbate your problems. Of course you can and should take initiative when you observe and experience the consequences of poor board functioning. But your efforts to correct the problem must never actually or by implication remove the onus for effectiveness from the board leadership and membership. Mitigation and composition are not solutions. Ownership is the key.

Three ownership questions

Here are three questions the board should ask itself:

  • Do we have written policies addressing the board’s culture, conduct, and commitments?
  • Do we have a plan to optimize board composition and continuity?
  • Is there a board committee responsible to assess and improve the board’s individual and collective performance?

Let’s take a look at the first question in this post and we will visit the other two questions in succeeding posts.

Board policies

Most institutions have some sort of board handbook—often (let’s be honest) developed by a staff member in the face of an accreditation review. Such handbooks typically cover the basics of the board’s authority, board member fiduciary responsibilities, duties, terms of office, meeting schedules, and applicable institutional bylaws. Good board policy manuals, however, also contain explicit language describing specific expectations associated with board service, the spirit and manner in which the board will engage its work, and appropriate boundaries regarding board member behavior and prerogatives. If you don’t have a board handbook or want to see examples of the kind of policies mentioned above, you can take advantage of a free board policy manual sample and guidance offered by higher education governance expert Dr. Robert Andringa.

Three hats

One thing your policy manual and your ongoing board conversations should emphasize is that board is a collective term. Only the entire board, gathered in an official meeting, has governing authority. Board members wear three hats: director, advisor, volunteer. They can offer advice, especially when asked. They exercise direction only in collective session. When they carry out specific duties, they are doing so not as supervisors but as servants under the supervision of board or staff. Board members whose behavior confuses these discrete roles must be reigned in by board leadership. The nature and limitations of each of these roles becomes part of the vocabulary of good boards.

No individual board member, absent specific delegated authority by the entire board, has authority to speak or act on behalf of the board. This means that board members who are inclined on the basis of their peculiar interests or expertise to exert actual or implied supervisory authority over institutional personnel or units are in violation of board policies and must be constrained by the board on penalty of dismissal.

More on the topic of how to make board commitments explicit in my next post …


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