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New Impulses for Waldorf School Administration, Leadership and Governance

Leading with Spirit

Sensing a new impulse in leadership and governance of Waldorf Schools

We are entering a new phase in the development of Waldorf education in North America: the relationship between the administrative work and the pedagogical work of the school is changing. We can see the signs that the old imagination of what was termed a “teacher- run” school is no longer effective and a new possibility is emerging. Schools are seeking to create a pedagogically and anthroposophically inspired administrative group working in true spiritual collaboration with the teachers, and supported by an anthroposophically inspired, policy-oriented Board.

The social form of the Waldorf School arose, not from Rudolf Steiner’s pedagogical work, but from his lifelong work on the inner aspect of the social question and the true nature of social life - and it came into practice in the Waldorf School through his years of leadership as he worked with the staff of the original school. Both of these culturally transforming streams, the pedagogical and social, have developed and matured over the past 100 years. There is a new possibility and opportunity to weave the streams together in an impulse for spiritual collaboration that could guide the future development of Waldorf schools in our culture. To achieve this ideal, we must overcome several obstacles.

  • One of the factors influencing the development of healthy administration in Waldorf schools is the shortage of trained teachers across the continent. A new generation of teachers is not flowing into the schools that would allow experienced teachers, with social and administrative capacities, to step into administration. The lack of qualified teachers creates a situation where experienced teachers are needed in the classroom longer, to teach, to provide training and support for practicing teachers, and to provide pedagogical leadership in the faculty circle. As a result, experienced teachers remain in the classroom and are not able to bring their practical experience fully into administrative leadership positions without draining the faculty.
  • In addition, administrative staff with an understanding of the social impulses arising out of anthroposophy and Waldorf education are difficult to find. Many administrative positions are filled by good people who do not have an adequate orientation to the overall spiritual, pedagogical and social dynamics of the school or the necessary support to help them be successful. The result has been marked: significant turnover in administrative staff, growing anxiety at the board level in many schools leading boards to institute reforms that appear practical but have no relationship to the social ideals of Steiner (policy governance, hiring heads of school, as examples), and unreasonable administrative burdens continually placed on teachers. Our schools often experience a lack of human and financial resources to provide the training and support needed by administrative leaders to be highly successful.
  • Independent, self- financed schools require significantly more time to manage and operate, and are frequently understaffed, leaving little time or resources for training and professional development. The practical demands and resources required to run a school outweigh the good intentions to provide deepening opportunities for administrative staff and pedagogical leaders. Yet without the inspiration and support provided by an understanding of the guiding principles that inform the pedagogy and our work together, staff often leave in exhaustion or disillusionment.
  • Schools often rely on consultants with backgrounds in organizational development that typically lack knowledge of Waldorf schools and culture and the guiding principles informing our work together. Our Schools require organizational development that is rooted in anthroposophy and an understanding of the social questions of our time. General ideas and approaches from outside the movement can be helpful but are not sufficient for long-term success.
  • Unspoken expectations of administrative and school leaders, power conflicts, patterns of undermining or sabotaging leadership within some schools, lack of clarity and agreement about roles and responsibilities, all contribute to the revolving door that is all too common in the administrative realm of many of our schools.

Here are a few guiding thoughts for how the Waldorf school movement could support schools in taking this transformative step to a stronger and more integrated administrative life.

  • Support everyone working in the schools to understand ans see the connection between both the educational and social impulses that Rudolf Steiner brought forth.
  • Create and support new, widely accessible training for administrative staff equivalent to foundation studies in teacher training, designed specifically to inform their work in the schools out of Anthroposophy.
  • Ensure that existing teacher preparation programs offer a much greater exploration of, and exposure to, the social insights, principles and practices of Rudolf Steiner and their practical applications in a school.
  • Encourage networks for administrative staff to connect around questions of how the practical work of administration and governance can be inspired by, and reflect, the social and pedagogical insights of Anthroposophy.
  • Make a significant investment in board resources and development to provide practical imaginations of how governance can work out of anthroposophy.

The seeds of this work have been planted over the last 10 years by independent initiatives that are growing in the Waldorf School movement across the world evidenced by:

  • Websites and social media groups dedicated to collaboration between administrative leaders in schools such as Waldorf Admin Central, Waldorf Marketing Group, ANA (Admin Network of AWSNA) Basecamp groups and the LeadTogether.org resource collection 
  • Increased activities of ANA, the Administrative Network of AWSNA 
  • Greater focus of activities from AWSNA and other national associations around anthroposophically inspired school administration 
  • Emerging new anthroposophically inspired training programs for administrative staff such as Antioch’s Waldorf Administration and Leadership Development program and the Leading with Spirit Administration and Leadership Program and summer seminars
  • New articles, books and other resources focusing on anthroposophically inspired school organization and dynamics such as Partnerships of Hope by Chris Schaefer 
  • A new widely read Waldorf related newsletter, Waldorf Today 
  • A transformed website and resource site for Waldorf Schools through the Association of Waldorf Schools of North America 
  • A renewal of the shared principles of Waldorf schools based on the anthroposophical Waldorf ideals articulated by the Pedagogical Section Council of North America
  • A new anthroposophical and Waldorf centered administrative training program in China

These are all promising developments. The factors influencing the growth and development of collaborative spiritual leadership in the schools are numerous. Identifying and understanding them is an important step in moving towards a more resilient school movement.

In order to achieve successful collaboration, however, we need to develop new competencies that go beyond knowledge of Steiner’s ideas about education or the social sphere. Intellectual understanding is only valuable when it leads to changes in our thinking, behavior and attitudes – when both teachers and administrators feel that their unique contributions are seen and valued – and when building and maintaining trust are priorities within the organization.

Along with deepening the work of administration comes the additional challenge of bringing the cherished goals of the classroom into the Administrative Group, the Coworker Circle, the College of Teachers and the Board of Trustees. In our leadership roles, do we strive to be worthy of imitation? Do we play fair, refrain from gossip, assume the best, and ask questions rather than jump to conclusions? Are we always helpful and kind? Do we practice observation? Are we awake and able to respond to what is living in the school now - or are we focused on a fixed solution, or caught in repeating the dynamics of the past? In order to be successful at collaborative leadership we need to strive for the freedom that is developed in meditative practices; to prefer listening over our own speech, to sense the work of the unseen world, and to draw on imagination, inspiration and intuition.

We know that anthroposophically aligned boards, Waldorf trained and experienced administrative staff, and administratively capable teachers that understand the social organizational ideals of Waldorf education make all the difference in the health and success of school administrative life. The results of these strengths can be seen in practice in healthy schools across the continent.

The key to success of Waldorf schools in the coming years lies in the in the hands of current school leaders. The economic and social challenges for independent educational institutions like Waldorf schools will continue to become more difficult in the coming years. It is incumbent on us as school leaders to continually strive to find the balance between maintaining the good practices needed to sustain the institution effectively, and heeding the inspirations needed to sustain our mission, which arise out of true collaboration with each other and with our spiritual helpers. Sharing insights and experiences, asking the right questions, and actively supporting one another in a spirit of community, not just within our individual schools but also as a movement, are needed measures for Waldorf Schools to continue to be socially renewing institutions.

“Nothing else will do”, Rudolf Steiner says, “if our courage is not to fail. We must discipline our wills and seek the awakening from within ourselves every morning and every evening.” This inner discipline, self-responsibility and awakening can lead us to re-imagine our work together as a community of servant leaders dedicated to doing our part in the radical, social renewal of our world.

 

Michael Soule

Marti Stewart

Leading with Spirit.org

January 2016

 

 

 

 

Management and Governance – Dianna Bell

Management vs Governance – It’s Not That Easy

WRITTEN BY DIANNE BALL - NOVEMBER 3, 2010

Estimated read time: 4 minutes

( Editor note: This article describes the three possible modes of board work in an organization. It assumes the role of CEO and a hierarchical structure that are not common in Waldorf schools. But the concept of the different modes of action of a board still hold , even in our collaborative organizations. You need to do a bit of translating to make it relevant to our situations. Still I have worked with different schools where boards worked in these modes and each mode has specific strengths and weaknesses. There is a lot of interest in schools for developing boards that are more strategic than managing, but the lack of resources and the infancy of many administrative structures often makes a board feel they are responsible for cleaning things up and they feel justified in being strongly managerial. An experienced administrator, a strong administration or a well functioning college of teachers all contribute to allowing a board to be more involved in being a watchdog than a pilot. -ms-)

During our education on governance and directorship we are taught that “directors govern and managers manage”. The analogy of steering versus rowing is often used to describe the delineation of roles between directors and managers. Most directors are well aware of this.


It seems that many boards are challenged with the task of getting the ‘right’ balance between governance and management. Why is this so? Experienced directors are aware that every board is different in terms of the way they implement their governance role. Lack of clarity and agreement about this issue can be a source of misunderstanding and potential conflict around the board table.

 

According to Demb and Neubauer (1992)* there are three main archetypal ways for boards to implement their governance role; named the watchdog, the trustee and the pilot mode. In summary, a ‘watchdog’ role is one in which the board provides total oversight and has no direct involvement in the company’s activities. The ‘trustee’ role is where the board behaves like a guardian of assets and is accountable to shareholders and society for those assets. In a ‘pilot’ role the board takes an active role in directing the business of the corporation.

 

There is no ‘right’ approach for a board to take. The stance taken by a board depends on the company’s growth and development, the nature of the industry, national legal requirements and culture and preference. To illustrate how these modes operate we use an example of how the board of Company X would address issues of workplace safety in an industry where safety was a major risk.

 

In the watchdog mode the board monitors the process of corporate activity. It is not necessarily a passive role. If Company X performed in this way they could take an active role in setting up mechanisms of safety and security as an issue of high risk and concern, and scrutinise in detail. The difference between an active watchdog role and a passive role would be the degree of scrutiny and interrogation of information that occurs. The focus of a board in watchdog mode is on monitoring and evaluation and confirming decisions made by the CEO.

 

This mode could be effective if all of the following conditions are met:

 

  • Directors are satisfied that appropriate systems and policies are in place and have been demonstrated to be effective. The important point is demonstration or evidence of effectiveness rather than just the assurance of the CEO.
  • Directors are satisfied that information reported by the CEO includes relevant indicators and other information that directly reflects the integrity of safety and security systems.
  • The CEO is willing and able to guarantee that appropriate safety systems are in place and they have been tested and found to be robust.
  • Contingency and business continuity plans are regularly reviewed and tested and the results reported to the board.
  • Directors are able to exercise critical and independent judgment.

 

If the board of Company X was in trustee role it would ensure that activities enhance corporate value; that is, ensuring that assets used in the business such as natural assets, human, finance, reputation and others, would at the least avoid being depleted. The board would be involved in evaluating what the company defines as its business as well as how that business is conducted.

 

If Company X was in trustee mode it would be more actively involved than a watchdog board but still confirming management decisions. This involvement would be limited in the initiation and implementation of safety systems but substantially involved in analyzing options, monitoring and evaluating results. The following actions would be undertaken in this mode:

 

  • With input from the CEO the board would give direction to senior management to develop an appropriate safety and risk management system. The board would set the parameters and expectations and allow senior management to develop the detail.
  • Directors would be actively involved in analysing options in the safety strategy.
  • The CEO would implement the safety systems and the board would be intimately involved in monitoring progress and evaluating the results.

 

The trustee mode would give sufficient attention to the integrity of safety systems, regardless of whether the existing safety systems are appropriate or otherwise.

 

So how does this compare with the pilot mode? As the name suggests, in pilot mode the board would be actively involved in the direction, management, implementation and evaluation of safety systems. The board would be making more decisions than in the other modes such as the following:

 

  • Deciding what constitutes a safety system and what is to be installed;
  • Determining the degree and method of integrating systems with customers;
  • Actively analysing options;
  • Deciding how and when to implement changes to the safety system;
  • Detailed monitoring of the safety systems, even when there is no evidence of problems;
  • Close scrutiny and evaluation of the systems.

 

Pilot mode could be appropriate in situations where there was evidence of significant issues or after a safety issue had occurred and the board felt the need to directly intervene. Pilot mode would be more time consuming and involve greater degree of involvement by directors.

 

We can see from the above examples that a board can fulfil its governance role and be involved in decision making in a range of different ways, all of which are appropriate in the right circumstances.

 

It is important for boards to take a step back and reflect on the way they behave and ask whether the degree of involvement by directors is appropriate for this organisation, at this time, in this context. Whether the issue is explored in a board evaluation process or discussed around the table, it is important that all directors give consideration as to what is appropriate for your organisation and be in agreement about what is required. Maybe, just maybe, it is time to do things a little differently.

 

About Dianne Ball

Dianne has thirty years experience working in service organisations, mainly in the public and private health sectors and consulting with PriceWaterhouseCoopers. Her roles include senior management and executive positions including CEO Australian College of Health Service Executives, and General Manager Operations with McKesson Asia Pacific. She has several years experience as a non executive director and has Chaired board committees and working parties. Dianne’s particular work interests lie in organisational change, corporate governance, risk and strategy.

 

 

 

Good Governance Checklist from CWP

GOOD GOVERNANCE: THE ESSENTIAL CHECKLIST

Based on and adapted from Capacity Waterloo Region on the internet

Editor's note (I especially like this checklist more than others because it emphasizes attention to overlaps that normally cause problems in Waldorf schools. You can certainly adapt it for your use. As with all checklists, it is a good place to launch a discussion of roles, responsibilities and agreements. -ms-)

CO M M UN I CA T I O N

The Board speaks collectively with One Voice at all times

Admin/Faculty reports to the Board on a regular basis

The Admin/Facultyalways keeps the Board informed of major internal / external issues or trends

The Admin/Faculty does not instruct any Board member, including the Chair of the Board

The Board makes an honest effort to engage with the membership

The Admin/Faculty makes an honest effort to engage with the beneficiaries & customers

 

RO L E S  A N D  RE S P O N S I B I LI T I E S

The Board focuses on governance duties, i.e., strategic visioning & long-term planning

The Admin/Faculty focuses on operational duties, i.e., annual budgeting, goal setting, day-to-day

The Board does not instruct the Executive Director or staff on day-to-day duties

The Admin/Faculty does not instruct any Board member, including the Board Chair

The Board Chair facilitates free and open meeting discussions based on a set agenda

 

MON I T OR I N G

Detailed minutes are kept from all Board meetings, i.e., Motions, Vote Counts, etc.

The Board monitors its own performance on a regular basis, e.g., Self-Evaluations

The Board evaluates the Administrator’s fulfillment of strategic objectives

The Board monitors the organization’s financial conditions on a quarterly basis

Audited financial statements are readily available and accessible to the membership

 

CO M M I T T E E W O RK

Board committees have a set mandate, membership, and lifespan

Board committees report to the Board and thus have no binding authority

Board and staff committees do not have overlapping mandates

Board members on staff committees do not direct staff or report content to the Board

Board committees are used infrequently, as boardroom discussion is paramount

 

AC C O U NT AB I L I T Y

The Mission, Vision, and Values are drafted and enforced by the Board

The Admin/Faculty is fully accountable to the Board for all activities & actions of the organization

The Board remains accountable to the membership at all times

Confidentiality is respected by all Board members and staff alike

The Board is ethical, prudent and legal in all of its duties

 

 

Policy Governance Introduction by John and Miriam Carver

Carver's Policy Governance® Model in Nonprofit Organizations
by John Carver and Miriam Carver

 

Over the last decade or two, there has been increasing interest in the composition, conduct, and decision-making of nonprofit governing boards. The board-staff relationship has been at the center of the discussion, but trustee characteristics, board role in planning and evaluation, committee involvement, fiduciary responsibility, legal liability, and other topics have received their share of attention. Nonprofit boards are not alone, for spirited debate about the nature of business boards has been growing as well. Whatever the reasons for this intense interest in governance, the Policy Governance model for board leadership, created by the senior author, is frequently a primary focus of debate.

The Nature of Governance and the Need for Theory

The Policy Governance model is, at the same time, the most well-known modern theory of governance worldwide and in many cases the least understood. It applies to governing boards of all types—nonprofit, governmental, and business—and in all settings, for it is assembled from universal principles of governance. In this article, we will focus exclusively on its use in nonprofit boards, though many descriptions of its application in business (for example, Carver, 2000a, 2000c) and government (for example, Carver, 1996a, 1997d, 2000b, 2001; Carver and Oliver, 2002) are available elsewhere.

Governing boards have been known in one form or another for centuries. Yet throughout those many years there has been a baffling failure to develop a coherent or universally applicable understanding of just what a board is for. While comparatively little thought has been given to developing governance theory and models, we have seenmanagement of nonprofit organizations transform itself over and over again. Managers have moved through PERT, CPM, MBO, TQM, and many more approaches in a continual effort to improve effectiveness. Embarrassingly, however, boards do largely what they have always done.

We do not intend to demean the intent, energy, and commitment of board members. There are today many large and well known organizations that exist only because a dedicated group of activists served as both board and staff when the organization was a "kitchen table" enterprise. Board members are usually intelligent and experienced persons as individuals. Yet boards, as groups, are mediocre. "Effective governance by a board of trustees is a relatively rare and unnatural act . . . . trustees are often little more than high-powered, well-intentioned people engaged in low-level activities" (Chait, Holland, and Taylor, 1996, p. 1). "There is one thing all boards have in common . . . . They do not function" (Drucker, 1974, p. 628). "Ninety-five percent (of boards) are not fully doing what they are legally, morally, and ethically supposed to do" (Geneen, 1984, p.28). "Boards have been largely irrelevant throughout most of the twentieth century" (Gillies, 1992, p. 3). Boards tend to be, in fact, incompetent groups of competent individuals.

An extraterrestrial observer of board behavior could be forgiven for concluding that boards exist for several questionable reasons. They seem to exist to help the staff, to lend their prestige to organizations, to rubber stamp management desires, to give board members an opportunity to be unappointed department heads, to be sure staffs get the funds they want, to micromanage organizations, to protect lower staff from management, and sometimes even to gain some advantage for board members as special customers of their organizations, or to give board members a prestigious addition to their resumes.

But these observations—accurate though they frequently are—simply underscore the disclarity of the board's rightful job. Despite the confusion of past and current board practices, we begin in this article with the assertion that there is one central reason to have a board: Simply put, the board exists (usually on someone else's behalf) to be accountable that its organization works. The board is where all authority resides until some is given away (delegated) to others. This simple total authority-total accountability (within the law or other external authorities) is true of all boards that truly have governing authority.

The Policy Governance model begins with this assertion, then proceeds to develop other universally applicable principles. The model does not propose a particular structure. A board's composition, history, and peculiar circumstances will dictate different structural arrangements even when using the same principles. Policy Governance is a system of such principles, designed to be internally consistent, externally applicable, and—to the great relief of those concerned with governance integrity—logical. Logical and consistent principles demand major changes in governance as we know it, because these principles are applied to subject matter that has for many years been characterized by a hodgepodge of practices, whims of individuals, and capricious decision making.

Such a change is a paradigm shift, not merely a set of incremental improvements to the status quo. Paradigm shifts are difficult to cope with, since they often render previous experience unhelpful; they demand a significant level of discipline to be put into effect. But if there is sufficient discipline to use the Policy Governance model in its entirety, board leadership and the accountability of organizations can be transformed.

It is important that we underscore this point. Using parts of a system can result in inadequate or even undesirable performance. It is rather like removing a few components from a watch, yet expecting it still to keep accurate time. Unlike the traditional practices to which boards have become accustomed, the Policy Governance model introduces an integrated system of governance (Carver and Carver, 1996; Carver, 1997).

Greater effectiveness in the governing role requires board members first to understand governance in a new way, then to be disciplined enough to behave in a new way. Boards cannot excel if they maintain only the discipline of the past any more than managers of this new century can excel if they are only as competent as those of the past. Does this ask too much of boards? Perhaps it does ask too much of many of today's board members. Yet there are other board members—or potential board members who thus far have refused to engage in either the rubber-stamping or the micromanaging they see on boards—who would rejoice in greater board discipline.

The Policy Governance model requires that boards become far more enlightened and more competent as groups than they have been. If that means losing some board members as the composition of boards goes through change, then the world will be the better for it. The Policy Governance model is not designed to please today's board members or today's managers. It is designed to give organizations' true owners competent servant-leaders to govern on their behalf.

Board as Owner-Representative and Servant-Leader

In the business sector, we can easily see that a board of directors is the voice of the owners (shareholders) of the corporation. It is not always apparent that nonprofit organizations also have owners. Certain nonprofits, such as trade associations or professional societies, are clearly owned by their members. Beyond such obvious cases of ownership, however, it is useful to conceive that community-based agencies in the social services, health, education, and other fields are "owned" by their communities. In neither trade associations nor community agencies is there is a legal equivalent of shareholders, but there is a moral equivalent that we will refer to as the "ownership." Looking at ownership in this very basic way, it is hard to conceive of any organization that isn't owned by someone or some population, at least in this moral sense.

The Policy Governance model conceives of the governing board as being the on-site voice of that ownership. Just as the corporate board exists to speak for the shareholders, the nonprofit board exists to represent and to speak for the interests of the owners.

A board that is committed to representing the interests of the owners will not allow itself to make decisions based on the best interests of those who are not the owners. Hence, boards with a sense of their legitimate ownership relationship can no longer act as if their job is to represent staff, or other agencies, or even today's consumers (we will use that word to describe clients, students, patients, or any group to be impacted). It possible that these groups are not part of the ownership at all, but if they are, it is very likely they constitute only a small percentage of the total ownership.

We are not saying that current consumers are unimportant, nor that staff are unimportant. They are critically important, just as suppliers, customers, and personnel are for a business. It is simply that those roles do not qualify them as owners. They are due their appropriate treatment. To help in their service to the ownership, Policy Governance boards must learn to distinguish between owners and customers, for the interests of each are different. It is on behalf of owners that the board chooses what groups will be the customers of the future. The responsible board does not make that choice on behalf of staff, today's customers, or even its own special interests.

Who are the owners of a nonprofit organization? For a membership organization, its members are the owners. For an advocacy organization, persons of similar political, religious, or philosophical conviction are the owners. There are many variations. But for purposes of this paper, we will assume a community organization, such as a hospital, mental health or family service agency, for which we can confidently say that the community as a whole is the legitimate ownership. In this case, it is clear that in a community organization, the board must be in a position to understand the various views held in the community about the purpose of the organization. In short, if the community owns the organization, what does the community want the organization for?

Traditionally, boards have developed their relationships largely inside the organization—that is, with staff. Policy Governance demands that boards' primary relationships be outside the organization—that is, with owners. This parallels the concept of servant leadership developed by Greenleaf (1977, 1991), in that the board is first servant, before it is leader. It must lead the organization subject to its discoveries about and judgments of the values of the ownership.

We have thus far referred repeatedly to the board and very little to board members; that is intentional. Since we are now establishing the starting point for governance thinking, it is important that we start with the body charged with authority and accountability—the board as a group, not individual board members. It is the board as a body that speaks for the ownership, not each board member except as he or she contributes to the final board product. So while we might derive roles and responsibilities for individual board members, we must derive them from the roles and responsibilities of the board as a group, not the other way around. Hence, board practices must recognize that it is the board, not board members, who have authority.

The board speaks authoritatively when it passes an official motion at a properly constituted meeting. Statements by board members have no authority. In other words, the board speaks with one voice or not at all. The "one voice" principle makes it possible to know what the board has said, and what it has not said. This is important when the board gives instructions to one or more subordinates. "One voice" does not require unanimous votes. But it does require all board members, even those who lost the vote, to respect the decision that was made. Board decisions can be changed by the board, but never by board members.

The Necessity for Systematic Delegation

On behalf of the ownership, the board has total authority over the organization and total accountability for the organization. But the board is almost always forced to rely on others to carry out the work, that is, to exercise most of the authority and to fulfill most of the accountability. This dependence on others requires the board to give careful attention to the principles of sound delegation.

Since the board is accountable that the organization works, and since the actual running of the organization is substantially in the hands of management, then it is important to the board that management be successful. The board must therefore increase the likelihood that management will be successful, while making it possible to recognize whether or not it really is successful. This calls upon the board to be very clear about its expectations, to personalize the assignment of those expectations, and then to check whether the expectations have been met. Only in this way is everyone concerned clear about what constitutes success and who has what role in achieving it.

At this point, we wish to introduce the chief executive (CEO) role. (Policy Governance works in the absence of a CEO role, but the governing job is more difficult than with a CEO.) We are not concerned whether the CEO is called executive director, director-general, president, general manager, superintendent, or any other title. We are, however, concerned how the role is defined and we will use the term "CEO" to reflect the role definition we recommend.

We recommend that the board use a single point of delegation and hold this position accountable for meeting all the board's expectations for organizational performance. Naturally, it is essential that the board delegate to this position all the authority that such extensive accountability deserves. The use of a CEO position considerably simplifies the board's job. Using a CEO, the board can express its expectations for the entire organization without having to work out any of the internal, often complex, divisions of labor. Therefore, all the authority granted by the board to the organization is actually granted personally to the CEO. All the accountability of the organization to meet board expectations is charged personally to the CEO. The board, in effect, has one employee.

It is important that boards maintain a sense of cause and effect with respect to their CEOs. The board creates the CEO; the CEO does not create the board. As the board contemplates its accountability to the ownership, it decides that creating a CEO role will be a key method in fulfilling that accountability. It is true that a founding father or mother will sometimes be the inspiration for a new organization, so that the board then created occurs after rather than before the founder. If the founder becomes the new CEO, it will seem that the CEO is parent to the board. Boards established in this way make a grave error when they mistake an accident of history for a proper view of their accountability. The CEO role, as such, is even in these cases created and governed by the board (see Carver, 1992).

Consequently, in every case, the board is totally accountable for the organization and has, therefore, total authority over it—including over the CEO. We can say that the board is accountable for what the CEO's job is and that the CEO do the job well. But we cannot say the CEO is accountable for what the board's job is and that the board do its job well. Unfortunately, much of current nonprofit practice supports this board-staff inversion. CEOs are expected to tell their boards what to talk about (provide agendas), to pull their boards together when there is dissension, and to orient new board members to their job. Nowhere else in an organization are subordinates responsible for the conduct of the superiors. Yet virtually all nonprofit literature on governance falls into this fallacy of CEO-centrism. "Thus, we argue, the board's performance becomes the executive's responsibility," say Herman and Heimovics (1991, p. xiii), a position we contend excuses and prolongs board irresponsibility.

We have said being accountable in leadership of the organization requires the board (1) to be definite about its performance expectations, (2) to assign these expectations clearly, and then (3) to check to see that the expectations are being met. Traditional governance practices lead boards to fail in most or all of these three key steps.

Board expectations—which are instructions—when they are stated at all, tend to be unclear, incomplete, or a mixture of whole board and individual board member expressions. Board members form judgments of staff performance on criteria the board (as a whole body) has never stated. Regular financial reports report against few or no criteria. Staff members can be seen taking notes of what individual board members say, as if it matters and as if they work for the board members rather than the CEO. Boards decide whether CEO's budgets merit approval when they have never stated the grounds for approval and disapproval. Virtually every board meeting—other than in Policy Governance boards—is testimony to carelessness of delegation and role clarity.

Traditional governance allows boards to instruct staff by the act of approving staff plans, such as budgets and program designs. When the board has approved a staff recommendation, doesn't the resulting approved document become a clear board instruction? Actually, it does not. For example, when a board approves the CEO's personnel policies or budget, does it really mean as an instruction every tiny segment of that document? Does every budget line and the smallest issues of a program plan become a criterion on which the CEO will be judged? Certainly not. Even the most micromanaging board does not go that far. But to what level of detail should the CEO treat the approved document as being a board instruction, therefore a criterion for evaluation? The tradition-blessed habit of board approvals is a poor substitute for setting criteria, then checking that they have been met. Board approvals are not proper governance, but commonplace examples of boards not doing their jobs.

What about the clear assignment of expectations to a person or persons? In conventional practice, boards' delegation to a CEO is frequently compromised by delegating the same responsibilities more than once or by delegating to around the CEO to sub-CEO staff. An example of the former is when a board charges the CEO and a board finance committee for financial decisions. Delegating around the CEO occurs either when a board gives instructions to the financial officer or other person who reports to the CEO or when a board itself judges the performance of sub-CEO staff.

Finally, in the absence of clear instructions or clear assignment, evaluating performance is an exercise in futility. Yet boards receive volumes of information that purports to monitor organizational performance. The sheer amount of information masks the fact that proper monitoring is still not occurring. Because monitoring performance is the systematic disclosure of whether board expectations have been met, monitoring that is fair and incisive can only occur after clearly stated and clearly assigned board expectations.

Using the Ends/Means Distinction

The point was made earlier in this paper that the board is accountable that the organization works. Clearly, the word "works" must be defined; defining it establishes the board's expectations for the organizations, the performance that will constitute success. The board need not control everything, but it must control the definition of success. It is possible to control too much, just as it is possible to control too little. It is possible to think you are in control when you are not. The zeal of a conscientious board can lead to micromanagement. The confidence of a trusting board can lead to rubber stamping. Defining success is a matter of controlling for success, not for everything. How can a board control all it must, rather than all it can?

Boards have had a very hard time knowing what to control and how to control it. Policy Governance provides a key conceptual distinction that enables the board to resolve this quandary. The task is to demand organizational achievement in a way that empowers the staff, leaving to their creativity and innovation as much latitude as possible. This is a question of what and how to control, but it is equally a question of how much authority can be safely given away. We argue that the best guide for the board is to give away as much as possible, short of jeopardizing its own accountability for the total.

What is there to control? In any organization, there are uncountable numbers of issues, practices, and circumstances being decided daily by someone. The Policy Governance model posits that all of these decisions can be classified as those that define organizational purpose, and those that don't. But the model calls for a very narrow and careful definition of purpose: it consists of what (1) results for which (2) recipients at what (3) worth.

Let us define these more fully: Some decisions directly describe the intended consumer results of the organization, for example, reading skills, family harmony, knowledge, or shelter from the elements. Some decisions directly describe the intended recipients of such results, such as adolescents, persons with severe burns, or low income families. Some describe the worth of the intended results, such as in dollar cost or priority against other results.

In Policy Governance, this triad of decisions is called "ends." Ends are always about the changes for persons to be made outside the organization, along with their cost or priority. Ends never describe the organization itself or its activities. For example, the professional and technical activities in which the organization engages are not ends. In a school, for example, which students should acquire what knowledge at what cost are ends issues. Ends are about the organization's impact on the world (much like cost-benefit) that justify its existence.

Any decision that is not an ends decision is a "means" decision. In that same school, the choice of reading program, teachers' credentials, and classroom arrangement are means issues. Most decisions in an organization are means decisions; some are very important means. But even if a decision is extremely important, even if it is required by law, even if it is critical to survival, unless it passes the ends test (designation of consumer results, which consumers, or the worth of consumer results), it is not an ends decision. Hence, means include personnel matters, financial planning, purchasing, programs, services and curricula, and even governance itself. No organization was ever formed so it could be well governed, have good personnel policies, a fine budget, sound purchasing practices, or even nicely planned services, programs or curricula.

The ends/means distinction is critical. Many boards claiming to use the model routinely confuse the Policy Governance meaning of ends and means, thereby sacrificing much of the benefit the model can give. For example, means is not synonymous with "administration" as some have misinterpreted (Herman and Heimovics, 1991, p. 44). Ends is not synonymous with "strategic plan," as others have misinterpreted (Murray, 1994). The ends/means distinction is not comparable to any other distinction used in management or governance; it is not parallel to policies/procedures, strategies/tactics, policy/administration, or goals/objectives. Indeed, ends may include very small and specific decisions about a single consumer, while means may include very important programmatic decisions as well as how a board constructs its committees. The ends/means distinction is exclusively peculiar to Policy Governance (with the possible exception of Argenti, 1993) and, therefore, is governed by Policy Governance principles. In Policy Governance,means are means simply because they are not ends.

Are ends the same as mission? Unfortunately, the answer is usually "no," because mission statements have not traditionally had to conform to the definition we have given ends. Consider the following mission statement of a mental health center: "The mission of the XYZ Center is to be a responsible employer, providing quality mental health services in a cost-efficient manner." This statement—quite acceptable in traditional governance—is entirely means, no ends. This organization can fulfill its mission even if consumers' lives are not any better. In contrast, consider this broad statement of ends: "The XYZ Center exists so that people with major mental illness live productive lives in an accepting community at a cost comparable to other providers." In the latter, unless the targeted group are benefited in the required way, the organization is not successful, no matter how good an employer it is and no matter how much "quality" its services have. Notice that the cost component in the first statement is the cost of staff activity (services), while in the second statement it is the cost of consumer results.

No matter how central ends are to the organization's existence, however, because the board is accountable for everything, it is accountable for means as well. Accordingly, it must exercise control over both ends and means, so having the ends/means distinction does not in itself relieve boards from any responsibility. The ends/means distinction does, however, make possible two entirely different ways of exercising control, ways that—taken together—allow the board to have its arms responsibly around the organization without its fingers irresponsibly in it, ways that for the staff maximize accountability and freedom simultaneously. The board simply makes decisions about ends and means—that is, it controls the organization's ends and means—in different ways, as follows:

  1. Using input from the owners, staff, experts and anyone in a position to increase the board's wisdom, the board makes ends decisions in a proactive, positive, prescriptive way. We will call the board documents thus produced "Ends policies."
  2. Using input from whoever can increase board wisdom about governance, servant leadership, visioning, or other skills of governance and delegation, the board makes means decision about its own job in a proactive, positive, prescriptive way. We will call the board documents thus produced "Governance Process policies" (about the board's own job) and "Board-Staff Linkage policies" (about the relationship between governance and management). Both of these categories are means, but they concern means of the board, not the staff.
  3. Using input from whoever can increase its sense of what can jeopardize the prudent and ethical conduct of the organization, the board makes decisions about the staff's means in a proactive, but negative and boundary-setting way. Because these policies set forth the limits of acceptable staff behavior, that is, the unacceptable means, we will call the board documents thus produced "Executive Limitations policies."

At this point in our argument, we have used the ends/means concept to introduce new categories of board policies. These categories of board policies are exhaustive, that is, no other board documents are needed to govern except bylaws. (Articles of incorporation or letters patent are required to establish the nonprofit as a legal entity, but these are documents of the government, not the board.) We will not discuss bylaws here, except to say they are necessary to place real human beings (board members) into a hollow legal concept (the corporate "artificial person") (Carver, 1995). However, so that we might continue to discuss the concepts represented by the words "ends" and "means," yet distinguish the titles of policy categories, we will capitalize Ends, Executive Limitations, Governance Process, and Board-Staff Linkage.

The negative policies about operational means requires further discussion. Here is the logic: If the board has established Ends and has determined through monitoring that those Ends are actually accomplished, it can be argued that the staff means must have worked. In other words, the means by which Ends were accomplished, though interesting, is of little importance to the board. This logic is largely accurate, but there is an important problem with it. Some means can be unacceptable even if they do work. Means that are effective, but still "unacceptable" are ones that are improper treatment of people or assets, that is, means that are imprudent or unethical. Consequently, although there is no reason for a board to control staff means decisions for reasons of effectiveness, there is reason to control staff means for reasons of prudence and ethics.

Whoever is directly responsible for producing ends must decide which means to use. That is, one must be prescriptive about one's own means. But the board is not charged with producing ends, only with defining them. It is to the board's advantage to allow the staff maximum range of decision-making about means, for skill to do so is exactly why staff were employed. If the board determines the means of its staff, it can no longer hold the staff fully accountable for whether ends are achieved, it will not take advantage of the range of staff skills, and it will make its own job more difficult. Happily, it is not necessary for the board to tell the staff what means to use. In Policy Governance the board tells the staff or—more accurately—the CEO what means not to use!

Therefore, it is the board's job to examine its values to determine those means which it does not want in its organization, then to name them. The board can then tell its CEO that as long as the Ends are accomplished and the unacceptable means do not occur, the CEO can make all further decisions in the organization that he or she deems wise. It is in this way that extensive, albeit explicitly circumscribed, authority is granted to the CEO. Effectiveness demands a strong CEO; prudence and accountability to the board demand that the CEO's power be bounded.

This unique delegation technique has a number of advantages. First, it recognizes that board interference in operational means makes ends harder and more expensive to produce. Therefore, delegation which minimizes such interference is in the board's interest. Second, it accords to the CEO as much authority as the board can responsibly grant. Therefore, there is maximum empowerment inside the organization to harness for ends achievement. Third, it gives room for managerial flexibility, creativity and timeliness. Therefore, the organization can be agile, able to respond quickly to emergent opportunities or threats. Fourth, it dispels the assumption that the board knows better than the staff what means to use. Therefore, the board does not have to choose between overwork and being amateurs supervising professionals. Fifth, in this system all means that are not prohibited are, in effect, pre-approved. Therefore, the board is relieved from meticulous and repetitive approval of staff plans. Sixth, and perhaps most importantly, by staying out of means decisions, except to prohibit unacceptable means, the board retains its ability to hold the CEO accountable for the decisions that take place in the system.

Thus, when we say a board is responsible that its organization works, we simply mean that the organization (1) accomplishes the intended results for the intended people at the intended cost or priority—expressed in the board's Ends policies; and that it (2) avoids unacceptable methods, conduct, activities, and circumstances—unacceptable means expressed in the board's Executive Limitations policies.

Expressing Expectations in Nested Sets

We have established that Policy Governance boards express their expectations for themselves and for their organizations in four categories of board policies: Ends, Executive Limitations (the unacceptable means), Governance Process, and Board-Staff Linkage (the latter two are board means divided into two parts). The separation of organizational values into these categories is a major organizing principle for governing boards. These four categories completely embrace all possible organizational values (except those more pertinent to articles of incorporation/letters patent and bylaws)—no other policies or documents are needed. But another feature must be added to enable the board to address its desired level of specificity within these categories.

To ensure precision as well as completeness in policy-making, Policy Governance provides an additional principle, one which recognizes the varying sizes of issues and values. One Ends statement of a nonprofit board may be that persons without shelter should have adequate housing. Another may be that families with school age children should have housing that allows children of different genders to sleep in separate rooms. It is easy to see that the second example is more detailed, or "narrower," than the first. Notice that these two statements can be pictured as a set of nested bowls, in that the first is a broader value that includes the second one within it. Even more detailed choices exist within the second level, and so on to third, fourth, and more bowls until the specificity reaches a level where Mr. Smith rather than Mr. Jones gets a particular amount of shelter next week.

Now let's illustrate the "nested bowls" concept with an example of unacceptable means. One means value of a nonprofit board may be that the CEO not allow anything imprudent, illegal or unethical. Another may be that unbonded persons may not have access to material amounts of funds. The first example is a broader prohibition than the second, but less specific. Even more detailed "bowls" exist, of course, such as a further proscription against access to more than $5,000 on any one occasion or more than $8,000 cumulatively over a one year period.

Board values about ends and unacceptable means, as well as the board's own means, then, can be stated broadly, or more narrowly. The advantage of stating values broadly is that such a statement is inclusive of all smaller statements. The disadvantage, of course, is that the broader the statement, the greater is the range of interpretation that can be given to it. To take advantage of the fact that values or choices of any sort can be seen as nested sets, the Policy Governance board begins its policy making in all four categories by making the broadest, most inclusive statement first.

The board then considers the range of interpretation that such a statement allows, and determines whether it is comfortable with the statement being given any interpretation that is reasonable. If the board would be uncomfortable delegating such a range, that is a signal that the board must define its words more narrowly, moving into more detail one level at a time. At some point, the board will have narrowed its words to the point that it can accept any reasonable interpretation of those words. Now the board has reached the point of delegation.

As an example, consider an Executive Limitations policy in which the board is putting certain financial conditions and activities "off limits." At the broadest level, the board might say: "With respect to actual, ongoing financial condition and activities, the CEO shall not allow the development of fiscal jeopardy or a material deviation of actual expenditures from board priorities established in Ends policies." That covers the board's concerns about the organization's current financial condition at any one time, for there is likely nothing else to worry about that isn't included within this "large bowl" proscription.

However, most boards would think such a broad statement leaves more to CEO interpretation—even if reasonable interpretation—than the board wishes to delegate. Hence, the board might add further details, such as saying the CEO shall not:  (1) Expend more funds than have been received in the fiscal year to date except through acceptable debt. (2) Indebt the organization in an amount greater than can be repaid by certain, otherwise unencumbered revenues within 60 days, but in no event more than $200,000. (3) Use any of the long term reserves. (4) Conduct interfund shifting in amounts greater than can be restored to a condition of discrete fund balances by unencumbered revenues within 30 days. (5) Fail to settle payroll and debts in a timely manner. (6) Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed. (7) Make a single purchase or commitment of greater than $100,000, with no splitting of orders to avoid this limit. (8) Acquire, encumber or dispose of real property. And (9) Fail to aggressively pursue receivables after a reasonable grace period.

A given board might go into less or more detail than in this example. But in any case, these principles stay intact: The language moves from a broad level toward a lesser level (we showed two levels in the example just given). The values that become policy are generated by the board's deliberations, not approved from a staff recommendation. The board, not the staff, decides what to say and where to stop. No matter where the board stops, the CEO is granted authority to use any reasonable interpretation of the board's words. The board can shrink, expand, or change the content of the policy at any time, as long as it does not judge performance retroactively.

This view of organizational issues—as values that can be specified moving methodically from the broadest to more narrow levels—allows the board to manage the amount delegated. The board is always clear about the authority being given away. The recipient of the board's delegation is always clear about the amount of accountability expected in return. There is a continuum of sizes of issues upon which, in Policy Governance, the board owns the broadest level, then successively smaller levels until it decides to delegate, after which it is safe to allow the remaining decisions to be made by others.

It is often observed by other governance authors that the distinction between what is board work and what is executive work is a naïve distinction. There is no universal rule, they contend, to mark where board policy stops and administration begins. Indeed, they are right as far as traditional governance is concerned, for the conventional approach to the board job is unable to make a policy-administration distinction that holds up in the real world. Policy Governance, however, introduces entirely different, more powerful conceptual tools— rigorous "one voice" clarity of delegation using descending levels of board control within the ends/means context. Even though there is still no predetermined or fixed point where board work automatically becomes executive work, each board using the principles we are describing can establish and, when necessary change, a distinct point of delegation applicable to its own organization. It is at that point, by the values of that board, for that organization, for that time, that governance stops and "sub-governance" begins.

To summarize the policy development sequence, Policy Governance boards develop policies which describe their values about Ends, Executive Limitations, Governance Process, and Board-Staff Linkage. Each policy type is developed from the broadest, most inclusive level to more defined levels, continuing into more detail until the board reaches the point at which it can accept any reasonable interpretation of its words from its delegatee. A step-by-step guide to such development of policy documents is available (Carver and Carver, 1997). Ends and Executive Limitations are delegated to the CEO, who is held accountable by the board for accomplishing any reasonable interpretation of the boards expectations in these areas. Governance Process and Board-Staff Linkage policies are delegated to the board Chair, who is given the authority to ensure that the board governs in accordance with its own expectations of itself, using any reasonable interpretation of the policy language.

Board Discipline, Mechanics, and Structure

It is clear that the Policy Governance model requires a board to govern in an organized, planned and highly disciplined manner. Boards which are accustomed to talking about issues simply because they interest individual board members will find agenda discipline to be a major challenge, as will boards that rely on their staffs to supply their agendas. Not everything is appropriate for board discussion just because it is interesting or even because the staff wants the board to make the decision. Matters that have been delegated to the CEO should not be decided by the board or by board committees, for in making such decisions, the board renders itself unable to hold the CEO accountable.

Policy Governance boards know that their job must result in the production of three deliverables. (1) The first deliverable is a systematic linkage between the organization and the ownership. This is not public relations. The board connects with the ownership in order to ascertain the range of ownership values about the purpose of the organization. If the board is to make Ends decisions on behalf of the owners, it must know what the owners in all their diversity think. (2) The second deliverable is written governing policies in the four areas, using the principles we have described. (3) The third deliverable is the assurance of organizational performance, that is, performance which can be shown to be a reasonable interpretation of the board's Ends and Executive Limitations policies.

We use "deliverables" to mean job products, outputs, or values-added. Since these summarize the purpose for the board's job, producing these deliverables is what board meetings are for. In fact, the list of job outputs can be considered to be a perpetual job description, for every agenda is an instance of the board's working to perform its job. A board can decide how much, in what detail, and at what level of excellence it will pursue its perpetual agenda in the ensuing year. By doing so, it takes control of its own agenda, rather than allowing its agenda to be staff-driven. Establishing its own job description and the longterm or midterm agenda is recorded as one of the board's Governance Process policies. As we shall shortly point out, if the board sketches its annual agenda only broadly, the specifics will be filled in by the board Chair, who is charged with taking care of Governance Process details.

Accordingly, the board must plan meetings that enable and guarantee the production of these deliverables. Being entertained or intrigued by staff jobs is no substitute for the board's accomplishment of its own job. While the board is entitled to any information it wants, it must be aware that collecting information about staff activities and even conscientiously listening to many staff reports does not substitute for governance. Let us again reiterate that the board, not the staff, is responsible that a board's meetings fulfill its governance responsibilities.

In taking responsibility for its own performance, the board confronts the difficulty of acting responsibly as a group of equals. Since the board is by definition a group of peers, no one has authority over anyone else. The first action of a group of peers is to create a position of Chairperson—a first among equals—to help it stay on task. Although it is important that each board member continue to take responsibility for the board's group behavior, the board grants the Chair extra authority required to make rulings that keep the board on track. To stay consistent with the superior role of the board as a group, however, in Policy Governance the Chair only has authority that is within a reasonable interpretation of the board's policies on Governance Process and Board-Staff Linkage. Hence, the Chair is truly the servant-leader of the board (Carver, 1999).

It is usual for nonprofit boards to expect the Chair to supervise the CEO, but in Policy Governance there is no need for the Chair to have authority over the CEO. Only the board has authority over staff operations, and it exercises that authority through carefully crafted policies. It is not only unnecessary, but harmful for the Chair to tell the CEO what the board wants, for the board speaks for itself. Consequently, both the Chair and the CEO work for the board as a whole, but their roles do not overlap because they are given authority in different domains. The Chair's job is to see to it that the board gets its job done—as described in Governance Process and Board-Staff Linkage policies. The CEO's job is to see to it that the staff organization gets its job done—as described in Ends and Executive Limitations policies.

Board Treasurers, as commonly used, threaten CEO accountability as well as the one voice principle. Treasurers are typically expected to exercise individual judgment about the financial dealings of the organization. But Policy Governance boards do not allow Treasurers to exercise authority over staff. (Rendering an official judgment of performance against one's own individual criteria has the same effect as exercising authority.) By creating a role with supervisory authority over the CEO with respect to financial management, the board cannot then hold the CEO accountable for that topic. The board should accept responsibility for financial governance (setting policy, then comparing performance) and require the CEO to be accountable for managing finances so that performance compares favorably to policy. The typical use of a Treasurer, when a Policy Governance board is required by law to have one, is to assist the board in making financial policy, never to judge CEO compliance against the Treasurer's own expectations. For more thorough treatment of the board's role in financial oversight, including commentary on the Treasurer and finance committee, see Carver (1991, 1996b).

In keeping with the "one voice " principle, the board can allow no structures or practices in which board members or board committees exercise authority over staff, any function of staff, or any department of staff. Typical nonprofit boards have a myriad of traditions that violate the one voice principle, such as placing the Chair between the board and the CEO. So it is common for boards to underestimate the amount of board member interference in operations. Such interference, even when well-intended, undermines the board's ability to hold the CEO accountable, for the CEO can argue that his or her actions were taken in compliance with a board member instruction.

Advice is a concept often carelessly used in nonprofit boards. This seemingly innocuous and well-intended practice can have the same deleterious effect as direct instruction by individuals or committees. It is common for the board, board committees, or individual board members to give advice to staff. But advice, if it is really advice, can be rejected. If staff has any doubt that advice given by the board or one of its components cannot safely be turned down, the clarity of board-to-staff delegation will be undermined. Policy Governance boards refrain from giving advice or allowing their members to give advice unless advice is requested. This protects the board's ability to hold the CEO accountable for his or her own decisions. The CEO and any of the staff can request advice if they need it, and they can request it from wherever they wish.

Traditional boards frequently create committees to assist or advise the CEO or staff, such as committees on personnel, finance, program, property maintenance, and other such staff means issues. In Policy Governance, such committees are illegitimate. They constitute interference in the CEO's sphere of authority and accountability, and damage the board's ability to hold the CEO accountable.

If, for example, the staff wishes to have an advisory committee, it is perfectly free to create one, then to use the advice or not as it deems wise. If, however, the board controls the mechanism of advice, a very different relationship between advisors and advisees is established. The wisest route is for the board to govern and leave advice and advisory mechanisms to the staff's own initiative. This way the staff gets all the advice it needs, role clarity and accountability are maintained, and board members are frequently spared unnecessary work.

Policy Governance boards use committees only to help the board to do its own job. Hence, a committee which explores methods of ownership consultation about Ends options is legitimate, as is a committee that studies possible sources of fiscal jeopardy that the board might address in an Executive Limitations policy. But a human resources committee that advises on or intervenes in personnel issus is not. To request advice or assistance with one's own job is acceptable and does not compromise accountability, but to foist help or advice on subordinates is not only unnecessary but destructive of accountability as well.

Policy Governance takes seriously the normally rhetorical assertion that boards be visionary and provide long term leadership. The discipline required for this challenge cannot be overstated. In fact, Policy Governance has been criticized as a "heroic board" model that is romantically idealistic! Yet boards do, in fact, have a critical job to do; no amount of helping staff can substitute for getting its own job done. Boards must persevere with the arduous, complex task of describing purpose and ethics/prudence boundaries. Forming those values into clear policies is far harder than telling the staff how to do its job. Speaking proactively for the ownership requires strong commitment not to take reactive refuge in rituals, reports, and approvals.

This requires board member expertise relevant to governance, not management. Board members should no longer be recruited based on their having skills that mirror the skills of staff. Governance excellence requires members who can think conceptually and with a long term perspective, able to welcome a diversity of opinions but abide by group decisions. They must be able to speak on behalf of the ownership rather than merely from their own or some splinter group perspective. They must place organizational accountability above personal gratification. They must be able to view the board's task of assuring performance at arm's length—through setting expectations (using the ends/means principle and values viewed as descending "bowls"), delegating pointedly (to a CEO if possible), and monitoring. And it is to the function of monitoring or evaluation that we turn now.

Evaluation

Evaluation of performance is not extraneous to the board's job. It is as integral to the board's job as it is to any manager's. But, as we have shown, proper evaluation is impossible unless the board has first stated its expectations and assigned them to a specific delegatee. That is, evaluation of staff performance cannot occur appropriately unless the board has done its job first.

Moreover, if the board has a CEO, the results of proper evaluation of organizational success is the only fair evaluation of CEO performance. Since the CEO's job is to see to it that the organization meets the board's expectations, there is nothing more and nothing less to evaluate when assessing the CEO. Thus, the board's evaluation of organizational performance is the same as board evaluation of CEO performance (Carver, 1997a). Monitoring the evaluative data, as we shall see, is an ongoing activity—perhaps as frequently as monthly—and the board may wish to have a formal evaluation of the CEO once each year. However, the CEO's formal evaluation is only a summary of the accumulated monitoring data, not something in addition.

But let us consider the monitoring or evaluative information itself. Not all information is useful in monitoring performance. There are two types of information that are useful for other purposes, but not for monitoring: one is information for board decisions, the other is information simply to satisfy board members' casual interest. To examine evaluation or monitoring, we must first separate out these two types of information, for they do not qualify as monitoring against pre-established criteria.

First, information for board decisions is needed in order for the board to make wise policy in the first place. To create policies that are both realistic and demanding, boards require information from a variety of sources. These sources include staff, owners, experts, associations to which the board may belong, and others. This information is required for the board's own decision-making and does not judge staff accomplishment. Boards should invest a great deal of energy in gathering wisdom, spending perhaps half their time in becoming educated. So information for board decisions is essential for board performance, but not for monitoring staff performance.

Second, information for board interest is information about the organization or its environment that is not useful for board decision-making, but is of political, social, or technical interest to board members. This information does not include data that directly measure the degree of staff performance on board expectations, for that would qualify it to be called true monitoring information. This kind of information is incidental to the board's job of monitoring, but comprises most of what most traditional boards receive. There is nothing wrong with boards getting all the incidental information they want, but there is something very wrong with the delusion that they are at that time doing their job. In traditional governance, most staff reports, including most financial reports and reports that purport to be "evaluation" are incidental information simply because they are not data compared with previously stated board criteria.

Monitoring or evaluative information must speak directly to whether board expectations are being fulfilled. Consequently, it is always related to expectations set by the board in its Ends and Executive Limitations policies. This discipline not only makes it unnecessary for the board to trudge through the mountains of data staff are able to assemble, but it keeps evaluation fair. After all, it is only right that the CEO should know ahead of time the criteria on which he or she will be judged. Since monitoring information is only that information that describes actual performance compared to expected performance, it is evident that most reports collected, examined and approved by traditional boards constitute interesting information, but cannot be said to be effective monitoring reports. For example, boards that gravely approve (or accept) financial statements thinking they have thereby exercised fiduciary responsibility are simply engaging in a meaningless ritual, for without criteria they don't even know what in those reports would have been disapprovable.

When monitoring is defined as we have done here, reports tend to be straightforward and transparent. Each board member can follow the link from board criteria to management data, for the report is not cluttered with incidental information. Monitoring is not nearly as difficult or time-consuming when boards know what performance they are expecting to see proven. Monitoring is thus more exact and, simultaneously, requires negligible board meeting time. In fact, we recommend that monitoring data be mailed to board members, thereby preserving valuable meeting time for board education and deliberation. Getting monitoring largely out of board meetings allows those meetings to focus on creating the future rather than reviewing the past, because inspection of the past is now safely routinized. For each Ends and each Executive Limitations policy, the board will have set a frequency and a method of monitoring, after which the process runs automatically. The choice of method will be a report from the CEO, judgment by a disinterested party (for example, an auditor), or—less frequently—direct board inspection of organizational practices or circumstances. It turns out to be rare that monitoring needs to be discussed in the board meeting, except for board members to affirm that they have received and read the mailed reports.

To illustrate the nature of what is reported in a Policy Governance monitoring report, we will use two items from an Executive Limitations policy already shown. In that policy, among other unacceptable means, the CEO was told he or she cannot (1) expend more funds than have been received in the fiscal year to date except through acceptable debt and (2) indebt the organization in an amount greater than can be repaid by certain, otherwise unencumbered revenues within 60 days, but in no event more than $200,000. Here is what the monitoring data might look like for these two provisions:  Item 1: Through the end of May, $3,694,800 has been expended. Receipts in the same period were $3,654,728. The shortfall of $40,072 was offset by a $60,000 short term loan. Item 2: Total debt is a 45 day working capital loan for $60,000 incurred on May 25. Revenues of $75,000 from our foundation grant, guaranteed by letter of May 5, are not otherwise encumbered and will be used, in part, to retire the debt prior to due date.

Notice that the data are rather bare-bones, only enough to answer the question, unobscured by incidental information. Board members should adopt a "prove it to me" attitude, so if the information submitted is insufficient to convince them, then more detail can be added. But the detail must be such that directly address the criteria. For example, what data prove the "not otherwise encumbered" statement? Obviously, the complexities of some organizations will cause the monitoring data to have more facets than in our simple example. Even then, however, the reported data should be as brief as possible and maintain a razor-sharp connection to the policy-based criteria being monitored. If more interesting, explanatory information, other than that directly addressing the criteria, is desired by the board or offered by the CEO, it should not clutter the monitoring report, but be distributed separately. Board members can know anything they wish, but they should never be in doubt about what is disclosure of performance on the board's criteria and what is not.

Using similar criterion-focused reasoning, when the board seeks to evaluate itself, it compares its actual behavior and accomplishment with the behavior and accomplishment it committed to in its Governance Process and Board-Staff Linkage policies (Carver, 1997b). Policy Governance boards tend to self evaluate on a frequent basis—we recommend every meeting—because a more sophisticated system requires continual tending.

Board Meetings

Because in Policy Governance the board is in charge of its own job, board meetings become the board's meetings rather than management's meetings for the board. Board meetings occur because of the need for board members to learn together, to contemplate and deliberate together, and to decide together. Board meetings are not for reviewing the past, being entertained by staff, helping staff do its work, or performing ritual approvals of staff plans. As a result, many board meetings may not look like traditional board meetings at all, but learning and studying sessions or joint meetings with other boards, particularly in communities where boards rarely talk with each other.

The CEO is always present, but is not the central figure. Other staff might be present when they have valuable input on matters the board is to decide. For community boards, with rare exceptions meetings would be open—not to please the law, but because a board commitment to transparency. The board is not merely a body to confirm committee decisions, but the body that makes the decisions. Board committees might be used to increase the board's understanding of factors and options, but never to assume board prerogatives or remove difficult choices from the board table. In contrast to the old bromide that "the real works takes place in committees," in Policy Governance the real work takes place in the board meeting.

Board meetings should thus be more about the long term future than the present or short term future . . . more about ends than means . . . more about a few thoroughly considered large decisions than many small ones. And by their very character, meetings should demonstrate that the board's primary relationship is with owners, not with staff.

Summary

The Policy Governance model recognizes that any governing board is obligated to fulfill a crucial link in the "chain of command" between owners—whether legal or moral in nature—and operators. The board does not exist to help staff, but to give the ownership the controlling voice. The board's owner-representative authority is best employed by operating as an undivided unit, prescribing organizational ends, but only limiting staff means, making all its decisions using the principle of policies descending in size. The model enables extensive empowerment to staff while preserving controls necessary for accountability. It provides a values-based foundation for discipline, a framework for precision delegation, and a long term focus on what the organization is for more than what it does.

The Policy Governance model provides an alternative for boards unhappy with reactivity, trivia, and hollow ritual—boards seeking to be truly accountable. But attaining this level of excellence requires the board to break with a long tradition of disastrous governance habits. And it offers a challenge for visionary groups determined to make a real difference in tomorrow's world.


References

Argenti, John. Your Organization: What Is It For? London: McGraw-Hill Europe, 1993.

Carver, John. "Redefining the Board's Role in Fiscal Planning." Nonprofit Management and Leadership, 1991, 2 (2), 177-192.

———. "The Founding Parent Syndrome: Governing in the CEO's Shadow."Nonprofit World, 1992, 10 (5), 14-16.

———. "Shaping Up Your Bylaws." Board Leadership, July-Aug 1995, No. 20, 4-6.

———. "Policy Governance Model Views Citizens as Owners." Nation's Cities Weekly, January 29, 1996a, 5.

———. Three Steps to Fiduciary Responsibility. The CarverGuide Series on Effective Board Governance, No. 3. San Francisco: Jossey-Bass, 1996b.

———. Board Assessment of the CEO. The CarverGuide Series on Effective Board Governance, No. 7. San Francisco: Jossey-Bass, 1997a.

———. Board Self-Assessment. The CarverGuide Series on Effective Board Governance. No. 8. San Francisco: Jossey-Bass, 1997b.

———. Boards That Make a Difference, 2nd edition. San Francisco: Jossey-Bass, 1997c.

———. "Reinventing the Governance in Government: The Next Frontier for City Councils." Nation's Cities Weekly, January 27, 1997d, 10.

———. The Unique Double Servant-Leadership Role of the Board Chairperson. Voices of Servant-Leadership Series, No. 2. Indianapolis: The Robert K. Greenleaf Center for Servant Leadership, 1999.

———. "The Opportunity for Re-inventing Corporate Governance in Joint Venture Companies," Corporate Governance � An International Review, 8 (1), January 2000a, 75-80.

———. "Remaking Governance: The Creator of 'Policy Governance' Challenges School Boards to Change," American School Board Journal, 187 (3), March 2000b, 26-30.

———. "Un nouveau paradigme de gouvernance: un nouvel équilibre entre le conseil d'administration et le chef de la direction", Gouvernance: Revue internationale, 1 (1), Printemps 2000c, 100-108.

———. "A Theory of Governing the Public's Business", Public Management, 3 (1), March 2001, 53-72.

Carver, John, and Miriam Carver. Basic Principles of Policy Governance. The CarverGuide Series on Effective Board Governance, No. 1. San Francisco: Jossey-Bass, 1996.

———. Reinventing Your Board. San Francisco: Jossey-Bass, 1997.

Carver, John, with Caroline Oliver. Corporate Boards That Create Value: Governing Company Performance from the Boardroom. San Francisco: Jossey-Bass, 2002.

Chait, Richard P., Holland, Thomas P., and Taylor, Barbara E. Improving the Performance of Governing Boards. Phoenix: American Council on Education and The Oryx Press, 1996.

Drucker, Peter F. Management: Tasks, Responsibilities, Practices. New York: HarperCollins, 1974.

Geneen, Harold S. "Why Directors Can't Protect the Shareholders." Fortune, 1984, 110, 28-29.

Gillies, James. Boardroom Renaissance. Toronto: McGraw-Hill Ryerson and The National Centre for Management Research and Development, 1992.

Greenleaf, Robert K. Servant Leadership. New York: Paulist Press, 1977.

———. The Servant as Leader. Indianapolis: The Robert K. Greenleaf Center, 1991.

Herman, Robert D., and Heimovics, Richard D. Executive Leadership in Nonprofit Organizations. San Francisco: Jossey-Bass, 1991.

Murray, Vic. "Is Carver's Model Really the One Best Way?" Front & Centre, Sept. 1994, 11.

Renewing Governance

Renewing Governance

More and more organizations are seeking to find new governance structures and practices that support a balance between individual creativity and organizational harmony and effectiveness. This was the case 100 years ago when the first Waldorf School was founded. In the past 100 years, we have had the benefit of a great deal of work and insight into the nature, function and development of organizations. Rudolf Steiner offered some keen insights into social development that are still relevant and useful today. In addition, Bernard Lievegoed, the dynamic student of Steiner's, head of the Anthroposophical movement in Netherlands and inspired thinker, trainer, and author worked with this question his whole life and was part of the new world wide movement to bring new insights into understanding organizations and their development. Following on Lievegoed's work, the Waldorf movement in the last 50 years has pioneered new collaborative models of organization and governance. The Center for Social Development in England and the work of Chris Schaefer and others there and in the US have contributed a great deal to the understanding of the dynamics of governance.  New models like Dynamic Governance, Holocracy, and Policy Governance are also examples of responses to this question that continue to offer new ideas about collaborative organizations.. Frederic Laloux, in his book, “Reinventing Organizations”, provides us with another deeper look at a new emerging paradigm in collaborative organizations.

 

The articles in this newsletter offer a variety of insights on the topic of governance – from understanding basic principles of governance and knowing the basic types of governance models, to looking at effective practices in Waldorf Schools and delving deeper into anthroposophical insights into social creation.

 

The images for this newsletter are pictures of tree trunks – each quite beautiful and unique and each serving a similar function – to protect, nurture and support the tree’s growth. Trees stand as a structural element of the forest, much like governance is a structural element in organizations.  -MS-

Understanding Governance by Michael Soule

Understanding Governance by Michael Soule

 

Every organization struggles with the question of how to establish and maintain good governance.

Even the definition of  governance can be a challenge. Just like the descriptors  “environmental” or “sustainable” can mean different things, so too can the term “governance”.

Nevertheless, we as leaders must constantly strive to understand and improve the governance in our organizations.

Here are five essential tools to help leaders understand, nurture, and transform their organization’s governance.

 

  1. Know the difference between governance and management.

When you begin to sort out your governance structure, this will help you be clear and avoid too much overlap between different groups. Management, in a nutshell, has to do with operations, and governance has to do with structure, roles and responsibilities, but the differences go deeper than this. (See the article in our resources section.)

 

  1. Know the different basic types of governance models.

Understanding the principles of different models will help you be smart in defining your own

path, deciding when your organization needs to change or choosing a prescribed model. Below is a good outline that explores the different types and some of the possibilities and challenges of each.

 

  1. Know the history of governance in your organization.

Understanding the biography of your organization and its path of governance will give you insights into the potential future. There are many ways to approach this. This is often the first step in any major capital campaign and an important part of renewing your mission statement.

 

  1. Know the capacities of the people currently in the organization.

Understanding the capacities of each other will help you create roles and responsibilities that fit your particular situation. Spending time regularly to share individual biographies and life stories, to share personal and professional goals and to share self-assessments can help strengthen this.

 

  1. Be very clear about specific roles and responsibilities and the relationship between individuals and groups in the organization.

Overlapping roles and unclear roles are two of the primary areas that cause difficulties in an organization. There are also various ways to work on this – practicing the basics of a mandate organization (See article in the resource section) to implementing a RACI model are two promising ways.

 

The Heart of Governance: Agreements

 

An organization’s governance system is primarily a set of agreements. The organization’s success depends upon the nature of those agreements, including how they come about, how they are maintained and how they are reviewed and renewed. Agreements (like job descriptions, committee mandates, bylaws, mission statements, polices, handbooks, etc) are best when they:

 

  • Reflect the organization’s values and mission and help people feel connected to the whole organization.

 

  • Are clearly written, regularly reviewed and revised with the participation of those they effect.

 

  • Identify the pathways for collaboration and communication and outline processes for navigating changes

 

Understanding the importance of agreements and the role they play in the governance can bring great clarity to the leadership of an organization.

 

In the end, whether you follow a specific governance model or whether you create a hybrid form that meets your unique needs and skills, the underlying keys to success are the agreements that you are able to articulate, follow and renew. Personal relationships may carry the organization forward for a while but when life changes, the ways in which you have articulated the qualities of those relationships in the structural documents of your governance will be a guiding wisdom that will allow for health to continue in the organization.

 

Good governance is like good leadership; it is relational, responsive and self-aware. It strengthens relationships and a sense of community, building connection and trust. It builds confidence when it responds to needs in a direct and timely way. It creates a culture of self awareness and reflection that supports continual meaningful development.

Governance Models, An Essay by Nathan Garber with Reflections by Michael Soule

Reflections on Nathan Garber’s Article on Governance Models

The article below by Nathan Garber is a good review and summary of the basic typical models of governance in organizations and the role that boards play in the different models. In Waldorf schools, there are many variations of governance models with most following a variation on the cooperative board model. All of the models below depend upon clearly articulated lines of authority and strong leadership. In the Cooperative model, like in most Waldorf schools the leadership is more dispersed throughout the organization. The keys to success in a dispersed leadership organization is the strength of the designated leadership Council (often the College in the Waldorf school) that acts similarly to the role of the CEO in other organizations. Garber points out very accurately the key downside to cooperative governance – the inability to assure accountability between peers. The Sociocracy and Holocracy models described elsewhere in Leadtogether newsletter, and the book by Frederic Laloux, “Reinventing Organizations” all offer ways that organizations can be more collaborative and overcome the lack of natural accountability. For more on how to assure accountability, see LeadTogether Newsletter #10. – Michael Soule

 

Governance Models:
What's Right for Your Board

by Nathan Garber

Introduction

Nonprofit boards tend to follow one of five different approaches to governance. Each approach emphasizes different dimensions of the roles and responsibilities of the board and each arises out of a different relationship between board members and staff members. These in turn reflect differences in the size, purpose, and history of the organization. I call these approaches the Advisory, the Patron Model, the Co-operative model, the Management Team Model, and the Policy Board Model. I conclude with some questions to ask when you are considering changing your board structure.

Advisory Board Model

This model emphasizes the helping and supportive role of the Board and frequently occurs where the CEO is the founder of the organization. The Board's role is primarily that of helper/advisor to the CEO. Board members are recruited for three main reasons: they are trusted as advisors by the CEO; they have a professional skill that the organization needs but does not want to pay for; they are likely to be helpful in establishing the credibility of the organization for fundraising and public relations purposes.

Individual board members may be quite active in performing these functions and consequently feel that they are making a valuable contribution to the organization. Board meetings tend to be informal and task-focused, with the agenda developed by the CEO.

The Advisory Board model can work well for a short time in many organizations but it exposes the board members to significant liability in that it fails to provide the accountability mechanisms that are required of boards of directors. By law, the board has the obligation to manage the affairs of the organization and can be held accountable for certain actions of employees and committees. It must therefore maintain a superior position to the CEO. Although the board is permitted to delegate many of its responsibilities to staff or committees, it cannot make itself subordinate to them.

Patron Model

Similar to the Advisory Board model, the board of directors in the Patron Model has even less influence over the organization than an advisory board. Composed of wealthy and influential individuals with a commitment to the mission of the organization, the Patron Board serves primarily as a figurehead for fund raising purposes. Such boards meet infrequently as their real work is done outside board meetings. Writing cheques and getting their friends to write cheques is their contribution to the organization.

Many organizations maintain a Patron Board in addition to their governing boards. For capital campaigns and to establish credibility of a newly formed organizations, Patron Boards can be especially helpful. They cannot be relied upon, however, for governance tasks such as vision development, organizational planning, or program monitoring.

Co-operative Model

For a number of different reasons, some organizations try to avoid hierarchical structures. The decision-making structure in such organizations is typically labeled "peer management" or "collective management". In this model, all responsibility is shared and there is no Chief Executive Officer. Decision-making is normally by consensus and no individual has power over another. If the law did not require it, they would not have a board of directors at all. In order to be incorporated, however, there must be a board of directors and officers. The organization therefore strives to fit the board of directors into its organizational philosophy by creating a single managing/governing body composed of official board members, staff members, volunteers, and sometimes clients.

Seen by its advocates as the most democratic style of management, it is also, perhaps, the most difficult of all models to maintain, requiring among other things, a shared sense of purpose, an exceptional level of commitment by all group members, a willingness to accept personal responsibility for the work of others, and an ability to compromise. When working well, the organization benefits from the direct involvement of front-line workers in decision-making and the synergy and camaraderie created by the interaction of board and staff.

I have noted two areas of concern with this model. The first is that although the ability to compromise is an essential element in the successful functioning of this model, cooperatives often arise out of a strong ideological or philosophical commitment that can be inimical to compromise. The second concern is the difficulty of implementing effective accountability structures. At the time of implementing this model, there may be a high motivation level in the organization, which obviates the need for accountability mechanisms. But, as personnel changes take place, the sense of personal commitment to the group as a whole may be lost. In the collective model, there is no effective way to ensure that accountability for individual actions is maintained.

Management Team Model

For many years, most nonprofit organizations have been run by boards, which operate according to the model of a Management Team, organizing their committees and activities along functional lines. In larger organizations, the structure of the board and its committees usually mirrors the structure of the organization's administration. Just as there are staff responsible for human resources, fund-raising, finance, planning, and programs, the board creates committees with responsibility for these areas.

Where there is no paid staff, the board's committee structure becomes the organization's administrative structure and the board members are also the managers and delivers of programs and services. Individually or in committees, board members take on all governance, management and operational tasks including strategic planning, bookkeeping, fund-raising, newsletter, and program planning and implementation.

The widespread adoption of the Management Team model, arises out its correspondence with modern ideas about team management and democratic structures in the workplace. It also fits well with the widely held view of nonprofits as volunteer-driven or at least nonprofessional organizations. This model fits well with the experience of many people as volunteers in community groups like service clubs, Home and School groups, scouts and guides, and hobby groups. It also mirrors the processes involved in the creation of a new organization or service. It is no wonder then, that most prescriptive books and articles written between 1970 and 1990 (and many written more recently) define this model as the ideal.

Boards which operate under the Management Team model are characterized by a high degree of involvement in the operational and administrative activities of the organization. In organizations with professional management this normally takes the form of highly directive supervision of the CEO and staff at all levels of the organization. Structurally, there may be many committees and subcommittees. Decision-making extends to fine details about programs, services, and administrative practices. When working well, two criteria tend to be used in the selection of members: their knowledge and experience in a specific field, such as business or accounting; or because they are members of a special interest group or sector that the board considers to be stakeholders.

While this model works well for all-volunteer organizations, it has proven to be less suited to organizations that already have professional management and full-time employees. Indeed, the deficiencies of this model have led to the current thinking in the field which differentiates "governance" (the practices of boards of directors) from "management" (the practices of employees) and the deluge of research, articles, and manuals on this topic.

The most important shortcoming is that all too frequently, it degenerates into what I call the Micro-management Team Model in which board members refuse to delegate authority, believing that their role requires them to make all operational decisions, leaving only the implementation to paid staff. The result is invariably a lack of consistency in decisions, dissatisfied board members, resentful staff and a dangerous lack of attention to planning and accountability matters.

Policy Board Model

As noted above, the need to differentiate the board's role from the manager's role arose from the failure of many organizations to maintain proper accountability at the highest levels and the dissatisfaction of many board members over the their inability to comply with the expectations of their role. They began to ask why, when they were such competent and accomplished individuals, they felt so ineffective and frustrated as board members. This led to an examination of the role of the board, the relationship between the board and the CEO, and the relationship between the board and the community.

The originator and most influential proponent of the Policy Board Model is John Carver, whose book, Boards that Make a Difference, has had a great effect on thousands of nonprofit organizations. All Policy Board Models share the view that the job of the board is: to establish the guiding principles and policies for the organization; to delegate responsibility and authority to those who are responsible for enacting the principles and policies; to monitor compliance with those guiding principles and policies; to ensure that staff, and board alike are held accountable for their performance.

Where the models diverge is the way these jobs are done and the extent to which strategic planning and fundraising as are seen as board jobs.

Boards operating under the Policy Board Model are characterized by a high level of trust and confidence in the CEO. There are relatively few standing committees, resulting in more meetings of the full board. Board development is given a high priority in order to ensure that new members are able to function effectively, and recruitment is an ongoing process. Members are recruited for their demonstrated commitment to the values and mission of the organization.

Which Model is the Right One?

There are a number of reasons for considering a change in your governance model:

  • board members are dissatisfied with their roles or the way the board operates;
  • your organization is experiencing problems that can be traced back to inadequacies in board structure or process;
  • your organization is entering a new phase in its life-cycle;
  • the CEO has left or is leaving;
  • there has been a major turnover of board members;
  • there is a crisis of confidence in the board or the CEO.

The descriptions above, of the various governance models, will give you an idea of the strengths and weaknesses of each model, but the difficulty in making the transition cannot be overstated. Changing models is like changing lifestyles. You must abandon well-established ideas and patterns of behavior, replacing them with new ideas, roles, and activities that will seem confusing and unfamiliar. This type of change takes a considerable amount of time, energy, and other resources to accomplish. The answers to the following questions will help you to determine how badly you need to change your governance model and whether your board and organization have the necessary commitment and resources to accomplish it successfully. Take your time with each question, ensuring that each board member answers each question.

  • Do we have a clear understanding and agreement on the purpose of our organization? Is it written down?
  • What are the basic values which guide our organization and our board? Are they written down?
  • How do we know whether the good our organization does is worth what it costs to operate it?
  • What financial resources do we have and can we reasonably count on for the next few years?
  • To what extent are board members expected to contribute money and labor to fundraising efforts?
  • Do we believe that the organization should be run as a cooperative or collective - with staff participating along with board members in the governing of the organization?
  • How much time is each board member willing to give to the organization in the next year (or until the end of their term)
  • How much trust does the board have in the ability of the CEO to ensure that the organization operates in an effective and ethical manner?
  • What are our expectations about attendance at board and committee meetings?
  • What is the attendance record of each board member?
  • How do we hold board members accountable?
  • What is the record of each board member and committee with respect to meetings and results?
  • How useful has each committee proven to be?
  • To what extent do committees duplicate staff jobs? How satisfied are our members with the current board performance?
  • Who thinks we should change our governance model?
  • How much time and money are we willing to devote to increasing our own knowledge and skills to improve our performance as board members?
  • How does our board deal with differences of opinion?
  • How do members deal with decisions when we disagree?
  • To what extent is it necessary for us (board members) to be involved in the delivery of programs and services, marketing, public speaking, etc.
  • Who attends our Annual General Meeting? Why do they come?
  • As board members, to whom do we wish to be accountable?
  • How effective is our current recruitment method in getting excellent board members?

Take some time to consider these questions. The answers will tell you the degree of difficulty you will have in changing to a new governance model and where the problems lie. For additional information and for training and consulting services related to governance models, contact: Nathan Garber & Associates email: nathan@GarberConsulting.com

© 1997, Nathan Garber. Permission is hereby granted to reprint this article in part or in total provided that the author is acknowledged.

Personal Reflections on Waldorf School Governance and Effective Practices, Lynn Kern

 

 

Personal Reflections on Governance:

The Eleven Keys to Success

Lynn Kern

 

The research into School Governance is one of the most widely anticipated topics in the long history of the Effective Practices research project. Schools have been struggling with the questions of how best to organize themselves and manage their affairs so that the young human beings in their care can receive the best possible Waldorf education. “Just give us the organization structure, the policies and the practices of the successful schools so we can put them into place. We want to get on with the real work of educating children,” has been the unspoken plea of many a leader in our school communities. And yet, having completed a detailed study of the ways in which schools with strong and successful governance cultures approach this issue, I was struck by the wide variety of approaches the well governed schools have put into place. There does not seem to be a single approach, structurally or procedurally, that works well in the best schools. There is no fixed, perfect form or approach to governance in our schools. A number of different forms and a variety of policies and procedures are in place in well governed schools, and these differing forms are each effective and appropriate for the schools which employ them. Biography, size, and the stage of a school’s development all play a role in suggesting the best form for a particular school at a given time, yet even here there is no one-approach-fits-all-schools solution.

 

What then can we take away from the study of Effective Practices in governance? If the answer isn’t in the structure per se, where is it? What do all of these schools have in common that, despite their different structures, policies and personalities, allow each of them to be particularly effective in their approach to school governance? What are the overarching principles that will inform other schools which are earnestly striving to address governance issues in their communities?

 

Despite the wide variety of approaches, structures, methods and practices we documented, each of the well governed schools seem to me to share eleven key features that contribute to their ability to govern their schools at a highly effective level. These eleven keys to governance success are:

  • Conscious Agreement
  • Shared Vision
  • A Republican Approach
  • Cultivation of Leadership
  • Separation of Policy and Operations
  • Operational Leadership Teams
  • A Threefold Perspective
  • Active Participation and Destiny Meetings
  • Ongoing Review
  • Communication and Trust
  • The Collaborative Path

 

Conscious Agreement

Each of the schools with successful governance enjoys a high level of conscious agreement about their governance structure, policies and procedures. In these schools the mechanisms of governance are well understood by the employees of the school and by the broader parent community. Not only is the governance of the school well understood – it also enjoys broad support.

 

Oftentimes these schools developed their approaches to governance as the result of crisis or breakdown of some sort in the school. These crises force schools to address their governance practices, and to do so in a way that achieves the understanding and support of the employees and the parents at the school. The combination of structure, policies and practices were typically built up over time, as faculty and volunteers worked together to find approaches that best addressed the needs of the school. In no instance did a school report adopting an entire governance structure and implementing it whole. Instead they worked and struggled and built something that was uniquely their own. It is clear that there is something in the struggle to build consensus and support that sharpens the thinking and allows broad levels of understanding and support to develop. These schools have embraced the need to address governance issues and worked them through. Good governance is not something they implemented; it is something they have earned.

 

Shared Vision

Not only do these schools have broad-based conscious agreement to their governance structure, policies and practices, but they also have a clear vision of the school and where it is headed. This vision of the immediate needs and long term dreams for the school, and the understanding of the values that underlie the way in which work is done, are well articulated and talked about regularly in the community. Faculty and parents, paid staff and volunteers, all share a common vision of the school and support the values that inform the way in which the school is managed. These schools have, in the words of Rudolf Steiner, worked “to acquire the spirit that will unite the school.” This works “engenders in us our sprit of unity.”

 

A Republican Approach

All of the schools in our study of effective governance employed a republican approach to their operations. A republic is a state in which the supreme power rests in the body of its citizens, and that power is exercised by representatives chosen by the citizens. Schools with successful approaches to governance use decision making processes such as various forms of consensus to ensure that power rests in the general bodies of the school rather than in the hands of a headmaster, director or single administrator. Large bodies such as the Board of Trustees and the College of Teachers make key policy decisions for the school, and these bodies choose representatives to do the operational work on their behalf.

 

This approach, often called republican academies, is the basis on which the committee life of a well governed Waldorf school is based. Large groups consciously delegate authority and responsibility to individuals and to groups to do work on their behalf. These delegations may take the form of a job description when authority is vested in a single individual or in the form of a committee or task group mandate when the delegation is given to a group of individuals. In this way large governing bodies are able to retain authority in the key areas of decision making (policy setting) while delegating operating issues to volunteers and staff. This ensures that the proper amount of time and attention can be paid by individuals entrusted to deal with them without bogging down large governing bodies with the need to deal with operating minutiae.

 

Environments that Cultivate Leadership        

Schools with effective governance do more than tolerate their leaders – they empower their leaders, honor their willingness to serve as leaders, and consciously work to develop more future leaders for the school community.   The presence of a strong shared vision and clear delegations of authority in the form of written mandates and job descriptions allow leaders to step forward in many areas of the school’s operation. The faculty, Board and parents can be comfortable in allowing leaders in various areas to act, knowing that the depth of the shared vision and the clarity of written delegations will inform the well intentioned individuals the school has selected to do work on its behalf. The personal freedom of the various leaders in the school is maximized, meaning that people are free to be as creative as possible in the ways they choose to carry out their responsibilities. Structures that allow many people the opportunity to practice leadership mean that the school will be well served when new leaders are asked to step forward to fill a void – it will have a strong stable of experienced leaders from which to choose should the need arise. And, perhaps most importantly, because individuals and small groups have been entrusted to do work on behalf of the larger group, the time available for the most important work – educational deepening and pedagogical study – is maximized.

 

Separation of Policy Setting from Operations

The successfully governed schools are increasingly moving toward a state where the Board and the College of Teachers are the primary policy setting arms of the school. Operational implementation of the policies created by the Board of Trustees and the College of Teachers is delegated to its key administrative personnel (the pedagogical chair, the business manager and the community development chair) and to their respective committees. The College of Teachers sets educational policy out of their shared study of the growing child, and then directs the key administrative personnel of the school to work cooperatively to see that these policies are implemented. Because the College is able to successfully entrust the operational implementation of its policies to others significant time is freed in the College meetings to allow further study. The days of the College attempting to coordinate the detailed implementation of all of its policies are ending, allowing the College to become the etheric heart that is so necessary to support the development of the young people in the school’s care.

 

Similarly, the Board of Trustees is increasingly avoiding the temptation to dip into financial and development operations. The successful Board keeps its vision firmly on the horizon and its ear cocked to catch the thoughts of the moral owners of the school. Boards are learning to avoid the trap of double delegation that has so plagued them in the past. Double delegation occurs when a Board names a business manager, but then also names a Board treasurer with a remarkably similar job description and unclear separation of duties. It can also occur when a community development director is hired and a Board development committee is also created. Increasingly Boards keep their focus on the creation of policy and the long term strategy for the school, while the operational aspects of those policies are handled outside the trustee circle.

 

Leadership Team

While a number of Waldorf schools have been experimenting recently with the use of an executive director, it is interesting to note that not one school using this approach was recommended for inclusion in our study of schools with strong governance. While it may be that with increased experience schools will find a way to make the single headmaster approach work, Robert Greenleaf suggests that this will not be the case. Known for his work in the area of Servant Leadership, Greenleaf writes about the perils of a single chief in his booklet, “The Institution as Servant”. His concerns about the concept of a single chief include:

  • “To be a lone chief … is abnormal and corrupting. None of us is perfect and all of us need the help and correcting influence of close colleagues. When a person is moved atop a pyramid he or she no longer has colleagues, only subordinates. The frankest and bravest of subordinates does not talk with one’s boss as one talks with colleagues.” Communication is instead warped and filtered.
  • “A self-protective image of omniscience often evolves from these warped and filtered communications. This in time defeats any leader by distorting one’s judgment.”
  • “The idea of one-person-in-control enjoys widespread support because of the decisiveness it affords when decisiveness is needed. Yet a close observation of top persons everywhere reveals the burden of indecisiveness to be much greater that the benefit of decisiveness. The difference is that decisiveness is usually conspicuous and sometimes heroic, whereas indecisiveness is often subtle, hard to detect, and sometimes tragic. When one person is chief the multiple liabilities to the institution resulting from indecisive moments much overweighs the assets of the few cases where the chief is conspicuously decisive.”
  • “Everywhere there is much complaining about too few leaders. We have too few because most institutions are structured so that only a few – only one at a time – can emerge.”
  • “The typical chief … is grossly overburdened. The job destroys too many of them … But for the institution there is also damage. For in too many cases the demands of the office destroy the person’s creativity long before they leave office.”
  • “When there is a single chief there is a major interruption when that person leaves.”
  • “Being in the top position prevents leadership by persuasion because the single chief holds too much power. The chief often cannot say persuasively what one would like to say because it will be taken as an order.”
  • “The prevalence of the lone chief places a burden on the whole society because it gives control priority over leadership.”

 

Perhaps our successfully governed schools have intuited many of Greenleaf’s concerns. For whatever reason, these schools are increasingly moving to the use of a leadership team to manage the day to day operational matters of the school. These leadership teams manage the daily operations of the school in a collective manner, and report on their work in a regular way to those they serve.

 

A Three Fold Perspective

In the past schools employed organizational structures which were built on polarity, and this scheme seemed to bring out oppositional forces in a predictable and negative way. The Board and College were seen as the two primary organs of the school. The College was the pedagogical/cultural arm, and handled both policy setting and operations in that realm. The Board was the realm of “everything else”, and focused on policy and administration in the administrative and development realm. The Board and College in these schools might enjoy good relations for extended periods of time, but when challenges arose they frequently engaged in a game of power tug of war. While these challenges are always overcome in the end, the drain on the etheric forces of all those caught up in the struggle far outweighed the benefits from the eventual solution to the problem.

 

Schools now seem to be moving in an operational direction that is more explicitly threefold in nature, leaving the realm of opposition and polarity for one that enjoys the stability inherent in a three-legged stool. The Board and College have limited their focus to policy setting and long term strategy, leaving the operations to three carefully selected leaders. These leaders are the pedagogical chair, the administrative chair, and the community development chair. Together they form a management circle or leadership team that can ensure that policies established by the Board and College are put into effect in a way that meets the sometimes competing needs of these three realms and recognizes that the spirit of the school can only succeed when all three aspects of its being operate in harmony.

 

Active Participation and Destiny Meetings

The well-formed and active committee structure in the strongly governed schools has several benefits. One of those benefits just mentioned is that it allows many opportunities for people to practice the exercise of leadership in roles both large and small. But another, more subtle effect of the committee life is that it allows many people to develop a personal and direct experience of the school. Development officers all know the same secret – the fastest way to make someone feel like an owner of the school is to allow him an opportunity to be the servant of the school. It is interesting how quickly a parent’s speech can be transformed just by allowing him an ongoing responsibility for some aspect of school life. Often it only takes a few weeks of meetings before the phrase “the school” is replaced with “our school” or “my school”.

 

Not only does active participation create a sense of ownership and responsibility, it also sharpens thinking and moves conversations out of the philosophical (who cares?) realm into the immediate and practical (we do!) realm. This sharpened thinking, especially when coupled with the use of consensus decision making, requires people to bump into each other, find areas of agreement and, on occasion, to knock the rough edges off of each other. Consensus decision making adds another layer to this awakening process. While hierarchy allows one individual to suppress the other, consensus decision making requires true meetings between people and forces them to hear and consider what the others in the group may be considering. While consensus decision making is not always the most expeditious approach, it certainly has the advantage of being the most effective in the long run, for the school and the individuals involved.

 

It is these opportunities for us to truly meet each other that led Rudolf Steiner to demand non-hierarchical republican structures and consensus based decision making for our Waldorf schools. Only in this way can we achieve the shared understanding of the spirit that will unite the school that is essential if we are to self-administer our schools without a single headmaster or intrusive government regulation.

 

Ongoing Review

The schools with strong governance are also well disciplined when it comes to reviewing their work. They have processes in place for ongoing review of events, activities, decisions and mandates. Evaluations take place routinely at year end, but they also take place in an ongoing way throughout the year. In this way the school experiences ongoing opportunities for improvement, and continuously strengthens its performance.

 

Communication and Trust

A reflection of this interest in continuous improvement is the practice of following up immediately whenever unhappiness or uneasiness is sensed. Schools with good governance ask promptly, “What is concerning you? How can it be better? What else is needed?” Their ability to ask the Parsifal question (“Brother, what ails thee?”) ensures that issues are addressed early on, long before they have the ability to poison relationships and derail important activity.

 

The social life and trust that is built up among community members through committee life pays great dividends here. Those who are feeling concern know that they can express their perceptions candidly, and rest assured that the human connections built up over time will help them weather the discomfort of temporary disagreements about what is best for the school and its students. Conversely, those who have been delegated responsibility in one area or another at the school understand that they have a responsibility to share with others information on the decisions they are making and the thinking that informed those decisions. This trust and two-way communication are critical factors in the school’s ability to use republican academies effectively.

 

The Collaborative Path

The schools with successful governance have done more than just create well documented administrative models. They have built into their very structure the collaborative approach that Steiner insisted was essential in building a unified center. Collaboration is emphasized everywhere. It is seen in the sharing of policy setting responsibilities between the Board and the College, and emphasized in the cooperative management structure of the leadership team. The active and extensive committee structure in the school again echoes the collaborative theme.

 

These successful schools have created structures that are workable and sustainable, and that permit meaningful amounts of time to be dedicated to group study and conversation. Out of this group study comes a shared imagination that gives direction and context to each small group, committee and individual at work for the school. It is as if the members of the school community are engaged in a large-scale paint by numbers project, each one very capable of performing his or her #1 or #2 task very well, and each comfortable in the knowledge that the shared imagination developed through their study and conversation will guide each part of the school in a coordinated effort without the control and interference of a hands-on direct superior or manager.

 

Good Governance: Wide Spread Happiness

Schools with good governance are recognizable by the broad level of happiness that exists with the form of its governance and with the individuals serving in various leadership roles. If the leaders of the school are happy but there is wide spread dissatisfaction in the faculty and parent community, the governance of the school is not strong and needs attention. Similarly, if the parents and faculty are happy with the school’s governance but the small group of individuals serving in leadership positions feels overburdened and unappreciated then governance problems still exist. In the end, broad happiness and satisfaction is the hallmark of a school with truly effective approaches to governance in its structure, policies and procedures.

Lynn Kern

2009

Lynn is currently the Administrator of the Highland Hall Waldorf School in Los Angeles. She has been a school consultant, member of the AWSNA board and school administrator for many years.

This essay by Lynn Kern was done as a part of the AWSNA Effective Practices Governance Module, part of the Effective Practices Project. People working in AWSNA affiliated schools may find the module on the AWSNA website WhyWaldorfWorks under the password protected school resources section. Check with your school administrator for the password.

 

 

                                                                                                                                                                                  

 

Identity and Governance, An essay by Jon McAlice

It is a rare school that does not struggle with questions of governance at some point in its life. Today, many schools find themselves in the midst of such struggles. To some extent, these struggles revolve around questions of authority, questions that at their worst spiral downward into struggles for power, or they reflect a loyalty to forms that have been handed down as appropriate for Waldorf Schools. In some cases, we recognize in these forms the inability to create and sustain viable structure out of a sense of the whole. At the center of all of them lies the question of the identity of Waldorf Education.

The question of identity has grown more pressing over the course of the last 15 years as the number of Waldorf schools has grown and as a new generation of teachers has moved into positions of responsibility within the schools. It has been accompanied by a concerted effort towards institutional stability and assimilation into the greater educational landscape. This push has embraced forms of school development and quality assurance that are ubiquitous in the mainstream, while making efforts to adapt them to the special situation of Waldorf education with its focus on individual learning. Although it has resulted in stronger institutional forms and a somewhat more professional face for Waldorf education, it has also exacerbated the increasingly existential question, “What is a Waldorf School.”

 

click here to read his article in full.

 

 

This article by Jon McAlice, teacher, consultant and author, outlines a creative view of the basic issues of governance in a Waldorf school. Jon expands on these ideas in his book Engaged Community. Click here to read a review of Jon's book. and 

More Governance Resources

More Governance Resources

We mentioned above the importance of understanding the differences between management and governance. There are a number of good articles about these differences but this one seems to make it simple enough and useful enough to provide insights when we want to understand governance in a deeper way.

 

Another good article on Management and Governance by Dianna Bell outlines simply and clearly the difference between what she terms Watchdog (advisory), trustee and pilot (management) types of boards. In her helpful description she encourages boards to be self reflective and to find ways to assess what model of function is appropriate, given the organizations particular history and current dynamics.

 

There are a number of resources that are focused on the idea of the organization as a living entity and that point to the helpful insights that can be found when considering the organic processes in an organization from comparing them to the life processes in the human being. These are ones in our resource collection that are worth reviewing in the light of understanding governance. One in particular that is the most extensive practical guide to working with these ideas, is the book “School as a Living Entity” by Rea Gill that describes her work to transform the governance of two different schools.

 

Another brilliant and practical work is the book “Transforming People and Organizations: The Seven Steps of Spiritual Development” by Margrete van der Brink.

 

There are three governance models that have grown outside of the Waldorf school movement but that are of importance to our work, not because they might be adopted, but because in each of them, inspired thinkers have attempted to take a deeper look at the ways organizations can organize themselves to create the highest degree of freedom in the working of the individuals and groups along with the highest degree of collaboration.

 

One is the Policy Governance work of John and Miriam Carver. Here is an article that outlines the basic ideas behind Policy Governance. There are a number of schools that have adopted, with varying success, the Policy Governance Model.

 

The second model is called Sociocracy or Dynamic Governance and was developed over the last century through research and application in the Netherlands. Sociocracy provides a new imagination and set of operating principles that focus on helping an organization become self managing throughout its structure.

 

A newer model that grew out of Sociocracy is called Holocracy, and we have included a resource that outlines the basic premises of this governance approach. Holocracy is an innovative model that embraces self regulation in a refreshing way by establishing very clear and rigid practices designed to empower and support the work of individuals throughout an organization.

 

Lastly, we would point again to the book “Reinventing Organizations” by Frederic Laloux that outlines research into the shifting paradigm in organizations toward collaborative models of self governance. The background he outlines about the shifting consciousness behind more collaborative organizations very much aligns with the social insights of Rudolf Steiner from 100 years ago.