Tag Archives: Board Governance

Governance – Best & Worst Practices (with Sweet Briar College as a case study)

The President and Board of Sweet Briar College announced on March 3, 2015 its intention to close.  Since that time, the actions and culture of this Board have revealed themselves shedding troubling light into the dark shadows of the Board’s governance (or lack thereof).  It is important for all who care about their schools, colleges, universities and nonprofits to understand how their Board operates and governs.

Types of Boards — Definitions

Governing Board.  A governing board leads the organization from the top.  They are responsible for articulating the organizational mission and executing plans as well as monitoring the effectiveness of programs.  The also have the authority to recruit, hire, evaluate and terminate the President or Executive Director of an organization. Finally, they serve as a fiduciary of the fiscal health of the organization.

Who serves on a governing board is determined by the type of board it is:

Shared Governance Institutions that have a shared governance model include the voices and leadership of stakeholder groups on the Board.  A leader from each constituency group has a “seat” on the Board and participates in decision making.  In a College or University, this means that the head of the official student, faculty, staff, parent and other key groups would sit on the board.  In addition, “at large” members may be recruited from those groups or the wider community.

Self Replicating A self replicating Board replenishes itself by a nominating group within the Board.  Usually, this is a Nominating Committee.  If there is an Executive Committee, that group sometimes has a role in nominating.  Ideally, the entire board is canvassed for suggestions for new members.  Board members meet with potential candidates and their names are put forward for nominating committee review.  The up-side of this model is that the Board has a pipeline of candidates.  The down-side is that the board can become insular as people tend to reach out to people they know and who share a similar point of view.  Diversity of all types becomes threatened in this model (not to mention solid decision making)

Advisory Boards.  Advisory Boards provide industry expertise to academic programs.  In many institutions, they review curriculum to make sure that what is being taught is in line with what job requirements are after graduation for jobs hiring in the field. John McElroy, PhD, CFLE and Linda Dove, MS, ZA, Western Michigan University in an excellent paper on Advisory Boards describe them as follows, 

“..Their main function is to offer support to institution administrators and faculty….comprised of accomplished experts offering innovative advice and dynamic perspectives….can provide strategic direction, guide quality improvement, and assess program effectiveness.”

Sweet Briar College Board of Directors 

In the case of Sweet Briar College, they have a self replicating Board which does not consist of constituency group leaders officially.  The majority of the Board are alumnae.  As the Board does not share its Minutes or documents, the only glimpses we get into their operations are their own statements as well as statements by former members.  The President’s own words describe the decision-making process as a small group of people:

“The board, some key alumnae and I have worked diligently to find a solution to the challenges Sweet Briar faces….”

One member of the Board, Richard E. Leslie, who felt pressure to resign because his ideas and opinions seems to run counter to the “Executive Leadership” gives us a frightening glimpse into the current culture of the Board.  He contrasts the current operating of the Board to his past experience prior to Rice, the current board chair:

During my early years of my seven year tenure the board had vital and rigorous discussions on most issues before reaching consensus.

Fiscal restraint and enrollment increase ideas were monitored and discussed at every meeting.  Times have changed.  Now I must add my name to the list of directors departing before the end of their terms.

Most disturbing is that he states that differences of opinion were not tolerated by the Executive Leadership of the Board.

Each time I tried to argue for fiscal prudence, I was denigrated or ignored.

This is not a sign of healthy board deliberations.  Mr. Leslie was trying to raise some warning calls.  This also gives some idea as to the remaining members of the Board.  If they saw board members who disagreed or raised a contrary opinion being forced to resign and leaving before their terms – and a lack of tolerance for any opinions differing from the Executive Committee – those who chose to remain were likely silent if they held any concerns.

In the past year, Committees met less and less…. We discuss less and less and the presentation of the budget is a foregone conclusion.  Is this good governance?

No, Mr. Leslie, you are exactly right, this is NOT good governance and it is appalling to hear that this is how the current board operates.  Your comments are echoed by others who have left the board, some of whom who have stepped forward to create Saving Sweet Briar.

The most troubling of his comments is important to emphasize:

Why do we even need Committees?  Why do we even need a Board? All decisions are not even made by the Executive Committee but rather a small sub-group of the Executive Committee and passed along to the board for rubber stamp approval.  … the interim President selection was passed along to the Board and it wasn’t even felt necessary to take a vote!

My distrust for Mr. James Jones aside, the Board not having a proper vetting and vote for his appointment as President casts serious doubt as to this Board’s ability to govern.  Furthermore, it gives credence to the call for Mr. Jones to resign or be removed if he was not ever properly voted upon by the Board.

A lingering question I would have related to the changes Mr. Leslie cites are whether the by-laws were amended to change the decision making to a small group.  I cannot imagine a full Board voting to allow a small group to make decisions for them, but let transparency provide the answers in this case.  My understanding is that  there were two votes evidently to change the number of board members required for a quorum:  Once before the February vote from 24 to 23 and then again down to 20 after the announcement.

No outside directors have been appointed to the Board since you (Rice, the current Board Chair) and I (Richard Leslie) were appointed to the Board seven years ago.  All new members have been alums. This is not healthy and fosters a very insular focus that does not encourage the diversity of views necessary for any institution to thrive.

Indeed, the lack of diversity not only in type of stakeholder on the board and the lack of diversity in the alumnae appointed to the Board is cause for concern.  Combined with the fact that the full Board may not have had access to important information or deliberations by the smaller group within the Executive Committee casts doubt upon this particular Board being capable of proper governance.  I would add the lack of representation by stakeholders is also of serious concern including the voices of faculty, staff and the wider community.

There is no plan or even discussion of a plan for Presidential accountability. In my view one of the reasons for the many sad failures in admissions, retention and fiscal restraint is the absence of any performance goals for the President.

This is a shocking.  One of the important fiscal roles a Board plays is the hiring, goal-setting,  evaluation and removal of a President or Executive Director of a nonprofit.  They are the only entity that holds a President accountable.  If this is true, combined with not having a fair vote for the President’s appointment, this would be further grounds for a lack of confidence in and removal of the current President.

I was the lone vote for voting against $1M of our endowment money being spent for yet another strategic plan…. As a member of the “working group” I have repeatedly asked for and not received any information about the actual survey protocols. I have received no information about who at the College is in charge of this massive effort. … Really!!? An outside consultant supervising the work of an outside consultant she hired?

Hats off to Mr. Leslie for being willing to be a lone vote on a Board that seems to take a “rubber stamp” approach to its decision making.  He raises incredibly important points.  Whenever an outside consultant is hired, there should be strong controls put in place for deliverables.  Surveys are only as good as the questions asked and results are only as good as sound methodologies of analysis.  If the protocols were not reviewed by the very working group charged with reviewing and implementing the results, any conclusions those surveys suggest would be in question.  We know now what some of their recommendations were and there are thousands of alumnae who join Mr. Leslie in his concern.

Request for Board Transparency (and best practices)

In the interest of transparency, I would like to see the Sweet Briar Board of directors provide the following (which incidentally is normally available to constituents of non-profits, schools, colleges and universities either upon request or even more readily such as via a website):

  1. Copies of its by-laws.
  2. Copies of its Minutes.
  3. The Committees of the Board and the staff members who staffed those Committees.
  4. Committee Minutes and Reports.  I would like to see reports provided to the Committees of the Board would also like to know whether staff members were included in those Committees whose work focused on important areas such as Admissions, Development and Finances.
  5. Documentation of historic by-law amendments over the past five years if the Committee structure were changed and proof (through Minutes) of a vote taken to approve those changes.  The rationale for having to change the numbers on the board twice in a year.
  6. Documentation of the vote of the Board to approve the hiring of the President and the change from Interim to full President.
  7. An accounting for fees paid to outside consultants and a release of those reports — particularly since endowment funds were used to pay for the study.
  8. How members of the board are found, vetted and nominated and the role of staff when extending invitations (reference Teresa Pike Tomlinson being asked about serving on the Board by a staff member).
  9. How the Alumnae Board and the Board of Directors sees its role (if the by-laws are not clear on this)
  10. How other entities of Sweet Briar with their own Boards relate to the Board of Directors
  11. Are there Advisory Boards for any of the academic areas for Sweet Briar?

Resources:

Legal documents including Mr. Richard Leslie’s letter quoted herin

Association of Governing Boards:  Consequential Boards

Saving Sweet Briar

Personal Feedback & Observation

As an employee of Sweet Briar College in the 1990s, I participated in the Development Committee of the Board and was invited to attend Board Meetings.  Granted, I sat on the side of the room, but I was present for board deliberations, votes and reports from all Committees, not just Development.   While there were some deliberations that occurred in closed session, my recollection was that it was only pertaining to the evaluation of the President.   I do not recall a board member ever leaving before their term was out.  The fact that the current board has had several members leave before their terms expired is not a good sign.  Mr. Leslie gives us a clue as to why he resigned – he felt he was forced out.  We do not know about the other members, but one could reasonably guess that they had concerns.  Having to amend the by-laws for the number of members twice in a year is also troubling.

At the University of Maryland, I have been elected to sit on the University Senate.  A shared governance model is a strong model for higher education and one that I think a future Sweet Briar should employ.  By having shared governance, all key stakeholders can deliberate their unique issues and present a unified voice to a larger Board or Trustees.

One of the most powerful lessons I have learned in managing boards came when I served as Executive Director for the Foundation for Anne Arundel Community College, voted the top Community College in the country and with an enrollment of over 50,000 students.  The Board Chair, F. Carter Heim, abolished the Executive Committee of the Board as one of his first actions when he took office.  As a staff member, I liked the Executive Committee, it allowed me to write reports and handle business within a small group.  However, I quickly saw the merits of Mr. Heim’s philosophy.  Board participation in meeting attendance, committee attendance and giving increased dramatically.  Mr. Heim’s philosophy was that there should not be anything outside the purvue of the entire Board.

Finally, I would suggest that a strong network of Advisory Boards be employed in each major on campus for Sweet Briar to maintain its connection to graduate-level education progression and hiring opportunities.

Sweet Briar College offers some important lessons for nonprofits, schools, colleges and those who love those institutions.  I will continue to share those I find most pertinent.  Please comment below if there are issues you would like to see discussed.

Stacey Sickels Locke is a proud graduate of Sweet Briar College, Class of 1988.  She served as an employee of the College in the early 1990s working on the $25 million Campaign.  During that time, she solicited many leadership gifts which make up the current endowment and she feels a sense of duty that those donations are not used for the closure of the College or for any other purposes than the donors intended. Since then, she has spent her career building support for higher education and the nonprofit community as a staff member and consultant for boards.  As a volunteer, she has served Sweet Briar since graduation as a fundraiser, admissions ambassador and now advocate for the #saveSweetBriar movement.  She is a member of the Association of Fundraising Professionals (AFP), the Council for the Advancement and Support of Education (CASE) and holds a Certified Fund Raising Executive (CFRE) certification from CFRE International.

Stacey Sickels Locke, CFRE

 

 

 

 

 

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No Confidence! Does YOUR Governing Board Have Your Interests at Heart?

A "No Confidence" banner hangs off the Sweet Briar bell tower - a symbolic heart of campus.
A “No Confidence” banner hangs off the Sweet Briar bell tower – a symbolic heart of campus.

My continued advocacy for Sweet Briar College continues.  Today’s focus is on governance, shared governance and the lack thereof (in the case of Sweet Briar).  This situation exposes issues that should be of concern to anyone who has ties to a school, college or nonprofit.   A sub-title could be “What are assets anyway?”  Assets of an institution are not just endowment, land and buildings.  Students, parents, faculty, staff, alumni and the community surrounding a place are assets deserving of the fiduciary duty of care, loyalty and obedience.

“Nonprofit Malfeasance”

In an article in the Nonprofit Quarterly, Ruth McCambridge cites Sweet Briar as having a lack of stakeholder representation on the Board and crys malfeasance  (Nonprofit Quarterly article here).  I wholeheartedly agree.

More and more, we see the public calling out nonprofit boards for decisions they have already made that appear at odds with what the stakeholders want. So it is at Sweet Briar College, the latest example of a board making a sudden decision to close only to find that they will be challenged legally, financially, and reputationally on that decision by the very people for whom they were acting in stewardship.

This lack of active connection to the base of supporters should be deemed a kind of nonprofit malfeasance, in violation of what we are organized to do.

While the faculty voted to oppose the Board’s decision to close Sweet Briar, their voice holds little power to actual affect change.  Without legal intervention it seems, the College hurdles towards a closure many are fighting to stop.

Thousands of alumnae have cried out against the closure and, in particular, feel the total lack of communication did not give them a chance to step forward to delay or stop the announced closure.  Their Alumnae Board on the matter?  Silent.  Absence any strong leadership and in response to the passion felt by so many, the Saving Sweet Briar Board established itself and is making statements representing the collective feelings of thousands of alumnae.

Governance – Who Represents the Stakeholders?

Governance is critical and very often not representative of stakeholders who attend, fund and care about an institution.  The Association of Governing Boards, a widely-respected body, issued an important paper regarding the crisis boards are facing in higher education in particular.  You can read the paper here.   I recommend the entire paper for those associated with Colleges and Universities, particularly the comments on “Rising Prices and Eroding Public Trust”. What I particularly highlight and uplift today dear readers is the following from the Executive Summary:

2. Boards must act to add value to institutional leadership and decision making by focusing on their essential role as institutional fiduciaries.

3.  Boards must act to ensure the long-term sustainability of their institutions by addressing changed finances and the imperative to deliver a high-quality education at a lower cost.

4.  Boards must improve shared governance within their institutions through attention to board-president relationships and a reinvigoration of faculty shared governance (emphasis mine).  Boards additionally must attend to leadership development in their institutions, both for presidents and for faculty.

Lack of Shared Governance at Sweet Briar

Unfortunately, shared governance at Sweet Briar seems to be completely lacking.  The faculty of Sweet Briar College voted unanimously to oppose the Board’s unilateral action to close the College (Washington Post article link here).  Yet, their voice holds little strength because they do not have a seat on the Board nor an advocate on the Board.  With shared governance working, they would.   The President agreed to meet with the faculty, but the meeting was canceled “on the advice of legal counsel”.

The Alumnae Board has been sadly silent on the matter with the exception of a few individual voices sharing comments on social media (I have not seen them, only heard that they are weighing in).  Two of their members sit on the Board of Directors and there are other alumnae on the Board of Directors; however, it does not seem those individuals have listened to the inquiries from alumnae imploring them to oppose the decision and help reverse it.

I understand that the Sweet Briar Board of Director’s (and any Board of Director’s) primary role is exercise fiduciary oversight of the institution.  I understand that their role is not to be spokespeople for any particular group.  Their key role is to protect the  assets of the institution.  The problem I see at Sweet Briar is that the Board itself is not made up of stakeholders and thus cannot fully weigh the best fiscal path ahead.  They seem to only be focusing on assets such as land and endowment and not the most important assets – students, parents, faculty, staff, alumnae and the community.  Furthermore, the President (and his administration) and the Board failed to reach out to the stakeholders who were in the best position to improve the fiscal state — the alumnae.

Fiduciary Duty…the duty of care, loyalty and obedience.

A brief departure. … Fiduciary duty is roughly defined by a duty of care, loyalty and obedience.  Taken together, these obligations require trustees to make careful decisions collectively and in the best interest of the institution consistent with its public good and charitable mission.  The Sweet Briar Board is entrusted with the charitable assets of the institution — those assets include land and buildings, but also students, faculty, staff, and alumnae.   To close Sweet Briar College seems an absolute violation of the care, loyalty and obedience required of a Board member.

One particular aspect I find troubling is under the duty of loyalty.  The duty of loyalty requires a board member to act in good faith and in a manner that can be believed to represent the interests of the college or university.  Independence is also critical and is evaluated when legal cases are reviewed.  What troubles me are the number of alumnae within a particular decade who serve on the Board. The wife of the current President, Jan Jones, has spoken and written publicly (you can read her thoughts here on a 1969 Class website) about her opinion of the College and her belief that it should close citing how many of her classmates agreed with her.   Several members of her class sit on the Board.  These public statements would not seem to lean towards a healthy balance of independence.  AGB writes,

Under this requirement, a college or university board member must be loyal to the institution and not use the position of authority to obtain, whether directly or indirectly, a benefit for him or herself…. Accordingly, the duty of loyalty considers both the financial interests held by a board member and the governance or leadership positions he has with other organizations (or people, emphasis mine)…. Independence means that the board member is not employed by and does not do material business with the college or university.  In addition, it means that the board member acts independently of any personal relationship he or she may have with the president or senior leaders of the college or university or with other trustees.

These  issues appear to be systemic within higher education as is reported by the Association of Governing Boards,

Almost daily, we hear reports about questionable board behavior:  boards that overstep their authority and get into institutional management; board members who act as faculty representatives, or captives of the alumni association; boards that are unduly swayed by single donors; boards that look the other way when it comes to trustees with conflicts; boards that fail to meet their formal fiduciary responsibilities.  The list goes on.

While it may be too late for the current Sweet Briar Board, I have suggested to the Saving Sweet Briar Board that they consider a shared governance model making sure to have stakeholders represented in their decision making.  I also joined the call for the current President and Board of Sweet Briar College to resign and, furthermore, to halt the closure of the College.

I welcome your feedback and thoughts below.

Questions:

  • Does the institution you care about have a shared governance model?
  • Do YOU have a voice in any constituency group?  Does that group have a mechanism to hear the opinions of its stakeholders?
  • Does the leadership group of your stakeholders – service recipients, students, faculty, staff, alumni – have a seat on the governing board of the institution?

Stacey Sickels Locke is a proud graduate of Sweet Briar College, Class of 1988.  She served as an employee of the College in the early 1990s working on the $25 million Campaign.  During that time, she solicited many leadership gifts which make up the current endowment and she feels a sense of duty that those donations are not used for the closure of the College or for any other purposes than the donors intended. Since then, she has spent her career building support for higher education and the nonprofit community as a staff member and consultant for boards.  As a volunteer, she has served Sweet Briar since graduation as a fundraiser, admissions ambassador and now advocate for the #saveSweetBriar movement.

Stacey Sickels Locke, CFRE
Stacey Sickels Locke, CFRE
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