PRESENTED BY: JENNIFER MCQUARRIE MCQUARRIELAW@GMAIL.COM

805-252-1080

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Governance Training

Board Member Legal Duties

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Duty of Care, Loyalty and Obedience Care: Level of care that prudent person would

exercise (no zoning out, “noggin’ nodding,” ignoring gut instinct to investigate)

Loyalty: Undivided allegiance (faithfulness) to school, not to self interests

Obedience: True to the school’s mission, not personal agenda

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Key Board Foundation Documents

Charter and related agreementsBylawsPoliciesAll foundation documents should reflect

mission and be consistent

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Charter Sets Accountability

Charter as performance-based contract School may be closed (charter revoked) for

failure to meet charter terms and goals16 Key elements:

Sound educational program & operations (fiscal, legal, governance)

Governance-related charter elements Element D (governance)

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Governance: Element DThis section of charter should:

Explain the school’s legal status Frame key elements of governing structure Explain legal/governance relationship with

granting agency Parental involvement (required) May need revision to reflect structure of the

board and employees

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Annual Operating AgreementMost schools negotiate contracts or written

agreements with their granting agency a.k.a. “MOU” or annual operating agreement

Clarifying matters not specified in charterTopics usually include:

Finance, support services, liability/indemnification, special education, facilities, etc.

More changeable year-to-year than 5-year charter

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Key Bylaws Elements

Legal statusBoard composition (7 total – 4 community

members and 3 parent members)Officers, elections, and succession Structure and roles - advisory board,

committees, parent council, etc.Meeting calendar and proceduresMiscellaneous legal and financial issuesProcess to amend bylaws

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Board Role: Mission & Vision

All board members should understand/buy into school’s mission

Mission “drives” all board decisionsRevisit mission over time as school

evolvesCharters must answer three questions:

Whom will the school educate? How does learning best occur? What does it mean to be “an educated person

in the 21st century?”

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Board Role: Goal-Setting & Strategic Planning

Long-term (strategic) plansShort-term (annual) plansOften developed with or by staffPlans help to flesh out mission by

establishing action steps to achieve goals Work backwards: long-term, annual,

per-meeting goalsBoard monitors plans

Link Plan to Board CalendarAnnual board calendar helps to

frame the board’s role Align with annual administrative and fiscal

calendars Identifies annual cycle of key board

decisions Tool to ensure that staff, committees “do

their homework”

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Board Role: Establish PoliciesPolicies flesh-out charter and bylawsPermit delegation of authority with

confidenceCore, “must-have” policies:

Instructional program (incl. special education) Financial Personnel Student & parent Conflict resolution Policy policy

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Policy: Instructional Program

Must conform to charter provisions and law

Often published in a student handbook Student performance standards, including

graduation requirements Curriculum design Assessment program Classes, daily schedule, calendar Special education, ELL students

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Policy: Personnel

Employee Handbook – ED oversees implementation, ensure annual review of same

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Policy: Student and ParentsStudent and/or parent engagement

requirementsDiscipline, suspension, expulsion

policies In compliance with charter and relevant

laws Due process elements

Confidentiality - student records actOften elements included in

student/parent handbook

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Policy: Conflict ResolutionFleshes out charter elementAddress both internal and external conflictsOften written in parent, student, and

personnel handbooksImportant to ensure all parties consistently

follow the policiesUniform Complaint Procedures

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Policy: Policy

Who will develop policy, how, when, and why

Many charter schools have unofficial, “de facto” policies Verbal, in board meeting minutes, etc.

Need to develop process of how to write down and codify policies Balance articulation with bureaucracy

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Other Helpful Policies

Legal school health and safety, liability/risk mgmt., etc.

Increasingly, grantors asking for these before approval board members’ legal duties

Board operations/normsInternal and external relationsSupport services & facilities

(transportation, food, etc.)

Personnel Roles

Job descriptions – ED develops and updates admin job descriptions with BOCC consultation

Recruitment and selection – ED oversees hiring process with BOCC consultation Staff structure/Org chart (part of hiring process?)

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Personnel

Evaluations – ED to evaluate Principal, Development Director, Education Director and Front Office Staff

ED reviews staff evaluationsDiscipline/termination – ED reviews staff

disciplinary actions, recommends termination for BOCC decision

BOCC retains power to appoint and remove employees in bylaws

•BOCC evaluates ED

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Board Role: Monitoring School Performance / Accountability

Charter as “performance-based contract”Key accountability areas:

Student performance, fiscal, legal, charter terms

Can be revoked for failure in each of these areas

Enforcement: Renewal, revocation, non-renewal

Set realistic, attainable goals Keep ideals to “internal” school accountability

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3 Levels of Accountability

Local/charter accountability Must meet terms of charter and any grantor

requirements Meet the needs of students and families

State accountability State testing, fiscal requirements, charter law,

etc.Federal accountability

No Child Left Behind: AYP, Highly Qualified, fiscal reporting

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Student Performance

A key board functionCharter schools must “meet” state standards &

administer state testsGrantor can revoke or non-renew for failing to

meet pupil outcomes in charterSubject to state & federal (NCLB) accountability Review student performance data

Are our students meeting goals outlined in charter and state standards?

Meeting state and federal accountability goals?

Local Control Accountability Plan

New legislation Charter petition requirements:

Annual goals for all pupils and each subgroup to be achieved in the state priorities and additional school priorities

Annual actions to achieve goals Annual Update (July 1, 2015)

Review progress toward goals Assess effectiveness of specific actions Description of changes to actions to be made as a result of the

review and assessment List and description of expenditures implementing actions as a

result of reviews and assessments Consult with teachers, principals, administrators, school

personnel, parents and pupils

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Renewal Requirements

Schools that have been in operation for four years must meet one of the following: API growth target in prior year or 2 of 3 previous

years both for all students and all significant subgroups Student achievement data of significant subgroups “the most

important renewal factor” API state or comparison rank 4 or higher in prior

year or 2 of 3 previous years Authorizer agrees that the school has out performed

similar district schools based on “clear and convincing data” including STAR data

Qualified for ASAM (very restricted)

Board Role: Charter Renewal

Board involvement varies widely: Some boards manage the process Others delegate most or all to staff

Board and school staff should view renewal as a 5-year challenge: Political and substantive Build political base Ensure sound school operations and student

performance throughout charter term

Board Role: Fiscal Oversight

Buck stops with boardMust have system to regularly monitor, ensure

school’s financial healthUsually includes:

Fiscal policies & procedures Budget development and oversight Audit Long-term planning Strong working relations w/ competent staff

Fiscal Policies

Board should review and adopt policies to govern key financial matters: Delegate specified fiscal powers to staff Delineate board and staff financial roles,

responsibilities Budget development and oversight process Accounting, banking, payroll, and investments Internal controls to prevent fraud and

mismanagement

Budget Development & Monitoring

Board should adopt budget and monitor school’s financial status Process and frequency vary

Usually a pre-determined budget adoption schedule Budget should be aligned with school’s mission Supplemented with regular (e.g. monthly) monitoring

and amendments to budget Board should know enough to be confident of the

school’s immediate and long-term fiscal solvency

Annual Audit

Charter audits governed by detailed regulations Negative audit findings can result in

catastrophic lossesBoard should manage key aspects of audit:

Selection of auditor Receive, review, and approve audit report Ensure appropriate response to any audit

exceptions or deficienciesOften done by a special audit committee

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Financial Accountability

Grantor may revoke charter if : “Failed to meet generally accepted accounting

principles, or engaged in fiscal mismanagement.”

State Board may revoke if: “Gross financial mismanagement …” “Illegal or substantially improper use of charter

funds for the personal benefit of any officer, director, or fiduciary of the charter school.”

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Legal Accountability

Granting authority may revoke if school: “Violated any provision of law.”

Stay updated on changes to laws and regulations

Review charter to ensure school is following the charter

Ensure school policies and practices comply with applicable federal and state laws Difficult given unclear applications

“Smell test;” if it smells bad, it probably is bad Exercise required due diligence

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Board Role: Monitor Own Performance

Revocations from “governance meltdowns”Key governance accountability areas:

Adhere to board’s legal responsibilities Maintain sound internal and external relations Engage in effective board practice

Board self-assessment: reflect on collective and individual performance at least annually

Effectively steer through board’s evolutionary stages

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Sound Internal & External Relations

External relations Grantor Community, media, political

Internal relations Parents and students Internal board Staff/director

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Effective School-Grantor Relations

Clear goals and data documenting achievementClear operational & legal understandingsUp-front agreement on oversight, renewal, and

dispute resolutionDuring disagreements, strive for open

communications & relationsPick key liaison (staff or board) to work with

grantor

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Effective Community & Media Relations

Community relationships Collaborations & partnerships

Public relations and media Have one “spokesperson” Garner positive press Share accomplishments

Political relations Invite local legislators to visit school

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Effective Parent & Student Relations

Clear goals/expectations (mutual) Some schools have contracts

Fair policies, well implementedQuality services & programsClear communication

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Effective Internal Board Relations

Common vision Clarified in strategic & annual plans

Experienced, capable leadershipBoard recruitment and succession

Recruit experience, expertise, & track record Consider screening process and bylaws

“deadwood” clause (3 missed meetings in a year)

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Maintaining Confidentiality

Board members need to carefully consider public disclosure of sensitive information Law may require confidentiality:

Legally-protected student data and family privacy Some personnel data

Disclosure may also jeopardize school’s interest: Pending business transactions Litigation or potential litigation Relations with charter-granting agency and/or public

• Or simply lead to needless gossiping that damages school’s reputation or interests

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Importance of Interpersonal Communication

Candid interactions—no hidden agendasBring forth both challenges and successesRespect confidentiality on sensitive issuesAvoid secrecy among a few board

members—cabals and intrigue can be destructive

Common problems faced together—hesitate to seek unilateral solutions

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Developing Board Norms

Mutual respect, trust, and equal “voice”Respect for decision-making processBoard speaks and acts with one voiceRespect and follow school’s policies and

procedures

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Board Development

Orientation of new members crucial School history and mission, charter, policies Charter school laws and history Roles, responsibilities, norms

Relationship-building Retreats (minimum annual) helpful

Ongoing training Keep abreast of charter laws, other key charter and

governance areas

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Board Chair

Key role as planner and facilitator of board meetings, retreats, and activities

Desirable characteristics: Time, focus, energy Respect of fellow board members, stakeholders Seen as “neutral” on controversial issues Knows formal and informal meeting rules and

strategies Knows school and committed to mission

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Board Chair (2)

Board chair can make or break a meeting: Usually try to stay neutral, above the fray

Comment last during debate Deftly prod and steer individuals to consensus

Anticipate friction and head it off Highlight points of agreement Identify and frame issues to be resolved

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Effective Board Meetings

Clear & focused agendasPreparation (by members, committees, etc.)Materials provided in advance with memos

articulating need and explanation of itemSkilled leadership & facilitationClear meeting procedures

Meeting conduct, rules, and norms Decision-making process (consensus, majority

vote, etc.)

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Common Board Meeting Challenges

Too many meetingsMeetings last too longMeetings are unproductive and frustratingDeliberations are unnecessarily heated

and/or confrontationalNo board participation

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Mix of Art & Science

Law, bylaws, charter and school policy constitute most of the “science” Meeting notice requirements Open meetings and posting requirements Quorum and voting requirements Rules of order Etc.

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It’s Mostly Art

It’s supposed to be challenging Even the most experienced legislative bodies have

difficulties

If it weren’t challenging, it probably wouldn’t be worth meeting

Rules of order can be rigid and thwart deliberation, consideration, and compromise

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Setting the Agenda

Agendas are subtly important power toolsIn basic form, simply a list/order of items to

be discussed/addressedSophisticated boards use agenda to steer

and drive beyond merely ordering items Annual cycle and in-meeting order Action v. information Timing, pacing, etc.

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Agenda-Setting Suggestions

Start with annual board calendar Translate into initial list of items by time period

(e.g., month) Calendar identifies most of the “core” annual

cycle of “must do” items and activities Then add other topical and “one-time” items as

neededTypically done by board chair in

consultation with school director

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Agenda-Setting Suggestions-2

Fix a meeting start/end times Strive for norm of sticking to them if possible

Use agenda to establish a meeting “rhythm” Start with one or two quick and light items Then add other items in descending order of

importance Defer unfinished items to next meeting unless

urgent or essential

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Agenda-Setting Suggestions-3

Try to place only “ripe,” “board-worthy” items on the agenda Unless holding a board information or study

session “Ripe” means staff and committee work done Board-worthy means it’s worth the board’s time

Usually means a real policy or oversight issue Not staff-level disputes or “outrage of the day”

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Checked-Out Board Members

If individual members miss a meeting, have a process to bring them up-to-speed Review meeting minutes Personal briefing from board chair and/or staff

Check on chronic absenteeism Unless they donate a lot of $! ;-) “Deadwood” clause in bylaws or board policies Private chat, counseling out if not

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Wrap up

The buck stops with youYou are the holders of the missionRelationships are important to your

successKeep lines of communication openMaintain your sense of humor