Recently many organizations have had to deal with contentious COVID-related issues such as vaccine and mask policies for employees and/or customers and policies regarding employees working at the office and/or out of their homes.

School boards, in particular, have garnered widespread public attention for a range of challenging situations. I’m thinking specifically about school boards dealing with curriculum issues (sex education issues, critical race theory/history of racism), vaccine and mask policies for employees and students, in-person or virtual instruction or a hybrid of these, banning of books in school libraries, transgender issues such as participation of transgender youth in school sports and use of bathrooms, etc. School board candidates have campaigned with platforms of positions on specific issues. Changes in school board membership have resulted in superintendents being fired for past decisions.

So, what can boards do to deal effectively with these and similar issues?

Preparation is key. Boards need to commit to principled governance. They need to carefully define how they will govern and have the discipline to adhere scrupulously to their own self-determined governance structure and processes.

Specifically, boards need to clearly define the following:

1.       The roles of the full board, the board chair, individual board members, and the CEO.

2.       What matters are delegated to the CEO and what matters are governance matters or operations matters the board chooses to reserve to itself.

3.       For matters delegated to the CEO, the range of decision-making discretion given by the board to the CEO. 

4.       Board support for all decisions of the CEO regarding board delegated matters as long as the CEO stays within the scope of authority and range of discretion delegated by the board to the CEO.

5.       A well-developed Code of Conduct policy for board members and very clear expectations about how board meetings will be conducted.

6.       For public/governmental boards, how public input will occur.

 (FYI. The Policy Governance® model provides a comprehensive governance system with a full range of “starter policies” that can be tailored for each individual board and thereby enables boards to effectively define the issues identified above.)

With respect to the role of board members, boards may wish to adopt the Policy Governance® principle that each board member represents the whole of the organization’s board-defined key stakeholders (those people on whose behalf the board governs; what Policy Governance® calls the organization’s “ownership”). Each board members’ representation is not limited to a particular demographic subgroup, geographic area or special interest group with a defined agenda. Board members need to be open to considering a range of differing viewpoints and willing and able to acquire and study available relevant data. Board members need to represent the whole body of key stakeholders in making decisions on behalf of all of the organization’s beneficiaries (e.g., for a school, the students or the students and their parents). Accordingly, board members with an inability or unwillingness to thoughtfully consider differing viewpoints are a liability to the board.

Additional Tips

1.       Expect board chairs to have expertise in managing group process and support them in acquiring this expertise if needed.

2.       Have a manageable board size – large enough to manage board tasks but not so large as to undermine efficient group process.

3.       Have timely new board member orientation and ongoing board member training regarding the board’s governing style, its system of governance, and its expectations for its members.

4.       If board members are appointed by an external authority or if they are elected, educate the appointing authority or electorate regarding the role and expectations of board members. For example, clearly communicate that board members represent the whole of the body of key stakeholders in making decisions for the whole body of the organization’s customers or beneficiaries, and that it is important to have board members who are genuinely open to considering a range of differing viewpoints and conscientiously studying available relevant data.

5.       Where public input is required and/or desired by the board, consider process options other than or in addition to individual testimonies at full board meetings. For example, consider transparent small group processes.

6.       Include in your board policies, a “no surprise” expectation, for example, agenda items presented to the chair in advance of the board meeting and a heads-up on potentially contentious issues.

7.       Design your group decision-making process to be “slowed-down” so as to avoid knee-jerk decisions and promote well-considered thoughtful decisions. For example, schedule input/information gathering and decision-making for different board meetings.

8.  Only accept items for board discussion that are shared board members concerns and not issues of a single board member. (Of course, any individual board member can present and make a case for the board considering a particular issue.) 

For boards practicing Policy Governance®, when a decision-making issue arises, consider the following:

1.       Is the matter under consideration a board issue or a CEO issue?

2.       If a CEO issue, what has the board already stated in any of its policies relevant to the matter at hand? (In the Policy Governance® model, the structure of the board policies as a whole is such that all potential matters are addressed at least in very general terms.)

3.       Is the board comfortable with what it has already said in its policies that’s relevant to the matter under consideration or should the board change what it has said to ensure adequate guidance to the CEO about the range of allowable decision-making discretion. (For example, a school board faced with a specific issue relating to students or employees may wish to drill down and add greater specificity to its policy on “Treatment of Students” or its policy on “Treatment of Employees.”)

4.       Recognize the board’s commitment to support any decision of the CEO as long as it falls within the range of discretion the board has provided to the CEO. (The Policy Governance® model establishes the range of allowable CEO discretion by enumerating situations and decisions that would be unacceptable to the board. Anything not identified as unacceptable to the board is deemed acceptable to the board.)

To learn more about the Policy Governance® model, please click https://www.BoardsOnCourse.com/policy-governance.