No matter how conscientious and well-intentioned, Trustees (and the Board as a whole) must continually guard against involvement in day-to-day school management. When the Board allows its responsibilities to cross over into the operating plane of the school, it creates a major obstacle to building and maintaining a healthy, harmonious Board/Head relationship.
Regardless of how well a school defines the various roles of the Board, it is imperative that the members understand to whom and to what the Board is truly responsible. The Board’s constituency is not comprised of the current students, parents, faculty, or administrators. Trustees must keep in mind that their charge is to maintain the essential character and integrity of the institution and ensure that it remains viable to serve the children of today’s students.
Within this clear mind-set, what then are the Board’s two primary responsibilities?
The Board is responsible for the preservation of the trust.
As delineated in the original charter, this responsibility is both private and public. It is private insofar as the Board’s obligations are to those who choose to participate in the school’s program. However, it is also public in that the school has been licensed by the state to provide services under the charter’s stipulated conditions. In preserving the trust, the Board must at all times operate within the defined parameters of what fulfills “prudent man” guidelines. Fiscal integrity—present and future—is integral to this responsibility.
The Board’s second responsibility is to itself.
While operational authority is properly delegated to the school’s administration, under the direction of the School Head, Trustees are legally responsible for the school, and all legal liabilities rest with the Board. As a result, to protect the school, the Board must protect itself collectively and its members individually. Above and beyond the protections granted by federal and state government, the Board must obtain sufficient Directors and Officers (D&O) insurance coverage and include appropriate indemnification language in the Board bylaws. Some states have passed laws limiting the liability of volunteers, including Trustees, as has the federal government in the Volunteer Protection Act of 1997. Talk with your insurance broker concerning what risks your Board may be subject to in your particular state.
