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RUNNING HEAD: WATERSHED SCHOOL GOVERNANCE
A Governance Plan for Watershed School
A Paper Submitted to:
The Master of Nonprofit Program
Regis University
Denver, CO
In Fulfillment of Requirements for:
MNM 697 Professional Project
Tiffany S Carlson
June 2015
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Table of Contents
Abstract………………………………………………………………………………………3
Introduction………………………………………………………………………………….4
Problem Statement…………………………………………………………………………..6
Background of Watershed School…………………………………………………..7
Review of the Literature…………………………………………………………………….8
Governance defined…………………………………………………………………9
Nonprofit governance defined………………………………………………………11
Examples of bad governance……………………………………………………….13
Independent school governance…………………………………………………….15
Governance Plan……………………………………………………………………………17
Recruitment…………………………………………………………………………18
Appointment………………………………………………………………………..21
Training and professional development……………………………………………22
Implementation…………………………………………………………………………….25
Conclusion…………………………………………………………………………………27
References…………………………………………………………………………………28
Appendices…………………………………………………………………………………32
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Abstract
Throughout the course work for the masters in nonprofit management program at Regis
University, the issue of good governance was a recurring theme. Organizations in the nonprofit
sector depend on quality governance practices not only to stay afloat, but also to adhere to IRS
tax-exempt rules, and more importantly to set themselves apart from the 1.6million organizations
within the sector. This paper explores governance best practices with a focus on independent
school education within the sector. Specifically, this project will examine one school, Watershed
School in Boulder, Colorado, which is approaching its twelfth year. The 2014-2015 school year
ushered in a fourth head of school that brought renewed energy and purpose to the school. The
2015-2016 school year will start with a new mission, vision, accreditation with the Association
of Colorado Independent Schools (ACIS) and a three-year strategic plan. A critical part of this
renewed focus is instituting good governance. The board of trustees is the head of the
governance function and this plan will be introduced to the board for implementation in the
2015-2016 school year.
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Introduction
Governance is a word often heard in nonprofit board meetings today, but its meaning and
importance remains a mystery to many. As a topic for discussion in board meetings, it should be
at the top of the agenda. In order for nonprofits to be effective stewards of their mission,
governance must be well understood. According to the Urban Institute, there are approximately
2.3 million nonprofits actually operating in the United States; 1.6 million of those are registered
with the IRS. These organizations serve people in varying ways throughout multiple fields: art,
health, education, human services, housing, labor unions, relief organizations and more. Due to
the unstable nature of the U.S. economy, the growing population, increased disparity between
classes and what is available to them (education, housing, jobs, health care) nonprofit services
are in higher demand than ever before. In order for these organizations to continue to serve the
millions of people seeking their services, they must be sustainable. The only way to a
sustainable organization is through good governance. Good governance ensures that an
organization is led well, has sound financial practices, is ethical and in all actions is guided by
the mission of the organization. The first step towards good governance is to educate and inform
those whose job is to uphold the organization’s mission. The board of trustees is responsible for
ensuring the mission is carried out. In order for the trustees to uphold this responsibility to the
organization, they need the best guidance possible in the form of sound governance advice and
best practices.
Of the 1.6 million registered nonprofits in the United States, approximately 17.1% are
educational in nature. Higher education accounts for 0.7% and other levels of education account
for 16.4% (The Urban Institute, 2007). While educational nonprofits are not even a quarter of
those registered, they are an important aspect of the nonprofit landscape in this country. In the
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Private School Review, Robert Kenned writes, “Not for profit status was designed for entities
which operate for the greater good of the community. A school generally meets that test”
(Kenned, 2014). Nonprofit independent schools operate for the greater good by offering
alternatives to families looking for something different for their child or children. It could be a
smaller student to teacher ratio, or it could be the location, or the focus of the school that draws
them. There is an alternative to nonprofit independent schools; the forprofit independent school.
Jenny Anderson writes in a NY Times article:
Parents may be hard pressed to see much difference between forprofit and nonprofit
independent schools. Both cost a lot, both depend on the children of wealthy people to attend,
both pay their headmasters large salaries. But nonprofit schools enjoy generous tax
advantages, including low-cost benefit packages, property-tax exemptions and grant
eligibility. They also must bridge the gap between tuition revenue and the expense of running
the institutions with donations. Forprofit schools pay taxes but generally refrain from
soliciting parents, instead securing money from investors who hope to make money later, if
the school is sold or the company that owns it goes public (Anderson, 2010).
Why choose a nonprofit independent school over a forprofit one? The answer to this will vary
by family, personal preference and the needs of the family. Both forprofit independent schools
and nonprofit independent schools can and do offer the same types of education, a significant
difference is how they are set-up or incorporated. A forprofit is set up to make a profit and is
controlled by an owner who makes the organizational decisions. A nonprofit seeks 501(c)(3)
status from the IRS, which exempts the school from federal, state and local taxes. It also allows
the school to receive contributions that are tax-deductible to the extent provided by the law.
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Because a nonprofit, whether a school or soup kitchen, exists for the greater good the utmost care
must be taken to manage those organizations. Kenned points out that the “legal status of a school
(nonprofit versus forprofit) is not nearly as important as the way it is managed” (Kenned, 2014).
For this reason, good governance is critical.
Problem statement
The board of trustees of any nonprofit organization, including a school, is the body that
holds the organization in trust to its constituents and the community. In order to do this the board
must operate ethically and follow best practices in governance. Currently, at Watershed there is
no consistent plan for governance best practices. There are many ambiguities that leave board
members questioning their duties and responsibilities. Trustees understand their role on
individual committees, but do not understand the overall responsibilities of a trustee. Since its
founding in 2004, Watershed has had only two board self-evaluations and one head of school
evaluation. This is not recommended practice in the nonprofit sector. It would also disqualify the
school from accreditation. Additionally, the board handbook is out of date and does not reflect
the new mission and vision statement and should include much needed and updated reference
materials.
It is important to the school, its future and to the integrity of the nonprofit sector for each
organization to understand and perform best practices in governance. Boardsource (2009)
recommends that the first step to effective board membership is to eliminate the ambiguities that
define their roles and responsibilities. It is the goal for all members to be productive, know their
roles, and ascribe to the Three D’s of board membership, the Duty of Care, Duty of Loyalty and
Duty of Obedience, which are explained in detail later in this paper. This project will be utilizing
the resources available in the nonprofit sector and within the independent school world to
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implement a governance plan for Watershed’s board. Best practices from the nonprofit sector
and the independent school world will be examined and adopted for Watershed, so that it
becomes a school of exemplary governance practice and a model for other independent schools.
Background of Watershed school.
Watershed School is an independent, nonprofit school serving grades six through twelve.
The school was started in the fall of 2004 by a dynamic husband and wife team, Jason Berv and
Sumaya Abu- Haidar. While in graduate school, Jason began to formulate his ideas for a school
that fostered children’s natural tendencies for curiosity and where students would be respected,
feel safe to take risks and truly be engaged in their own learning. Both Jason and Sumaya had a
multitude of ideas, spent numerous hours speaking to their closest friends and advisors, lost
countless nights of sleep and sought funding for their school for two years. They gathered
research to back up their findings and beliefs that the method of learning employed at Watershed,
especially for the middle and high-school age child, is far more effective than current industrial
models of education. Watershed’s method emphasizes real world learning through an
experiential, interdisciplinary, and project-based curriculum based on first hand exploration of
current issues in the community and around the globe. To do this students are often found off
campus, across town, or the country, or the world to learn “in the field.”
Since its founding, Watershed School has seen many leadership transitions, not only in
the head of school position, but in the board of trustee leadership as well. Leadership transitions
can happen as an organization goes through growing pains. In its eleventh year, a fourth head of
school was hired to provide inspirational leadership and help articulate an updated vision for the
school and its future. This desire to shepherd Watershed into the future brings about the need to
systematize many policies and procedures. At this stage in Watershed’s lifecycle, the
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organization is growing and therefore has more financial needs. Leadership transitions, a move
from a one-year strategic plan model to a three-year model, and entering the first year of
accreditation with the Association of Colorado Independent Schools (ACIS), also point to a need
for the employment of best practices in governance.
A Board of Trustees is the leader of a nonprofit organization and holds the entity in trust.
Governance refers to the board’s roles and responsibilities to sustain the organization into the
future. Governance steers an organization on the right path by having practices, policies and
procedures in place. The purpose of this paper is to explore best practices in governance and
make recommendations to the board of trustees at Watershed School for a governance plan to be
implemented at the beginning of the 2015-2016 school year. The author of this paper is a student
in the Regis University Masters of Nonprofit management program, for which this Professional
Project will partially fulfill her requirements for graduation. Throughout this paper, this student
will refer to herself as “this project researcher.”
Literature Review
This section will discuss governance in the nonprofit sector by examining research
focused on best practices in independent schools within the nonprofit sector and the reasons
governance is essential for an independent school. In examining governance in the nonprofit
sector, it is essential to define governance first. After defining governance, the next task will be
to define governance in a nonprofit context and discuss its importance in the sector. As a way to
illustrate good governance it is often helpful to examine what “bad” governance looks like. To
do this, this project researcher will examine two cases in the nonprofit world. The next and final
section will turn attention to independent school governance and show why good governance is
essential to Watershed School.
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Governance defined
Governance is a vague word to many people and most often those who should be most
familiar with its meaning are those who cannot define it. Every board of trustee should know
what governance means, what good governance is and whose responsibility it is to employ it. For
the purposes of this paper, this project researcher will use the definition found in Helmut K.
Anheier’s book, Nonprofit Organizations: Theory, Management, Policy, “governance is the
system by which organizations are directed and controlled.” Put another way, Anheier states,
“governance involves the responsibility for the organization’s performance and direction”
(Anheier, 2005). Organizations need this governance system in order to hold themselves
accountable to their mission. As the governing body of a nonprofit organization, the board is the
center of this governance function and therefore the ones who must ensure the system is working
properly.
The word governance has been defined, but why is it necessary to practice good
governance? To examine this it is helpful to start in the corporate sector. In 2001, large corporate
companies like Enron, WorldCom and Tyco were found guilty of massive accounting scandals
that cost shareholders and Wall Street, billions of dollars and cost people their jobs and
livelihood. As a result of the corporate scandals, the Sarbanes-Oxley Act of 2002 became law on
July 30, 2002. It requires corporations to adhere to “significant new governance standards that
broaden board members roles in overseeing financial transactions and auditing procedures”
(Boardsource, 2006). While this act affects only publicly traded companies, it served as a wake-
up call in all three sectors to review oversight processes and procedures. This act ensured that
well-organized and systematic procedures were put into place to reduce mistakes.
While the Sarbanes-Oxley Act does not directly apply to nonprofits, two
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requirements within the act do apply. The first is whistleblower protection and the second is
document destruction. In the nonprofit sector however, the Sarbanes-Oxley Act signifies more
than just these two provisions. It has served as a reminder to organizations to put checks and
balances in place to prevent fraudulent activity or unethical behavior. It promotes transparency
and accountability at the top level of an organization to ensure that at all levels the organization
is carrying out its mission. More importantly, if an organization is carrying out its mission, it is
fulfilling its role in society by serving its constituents. If these checks and balances were not in
place, damage would be done. In the corporate sector, Enron, Tyco and Woldcomm
demonstrated damage done to its constituents or shareholders. In the nonprofit sector, damage is
done to stakeholders. According to Anheier (2005), “stakeholders are the people or organizations
that have a real, assumed, or imagined stake in the organization, its performance and
sustainability” (p. 227). Stakeholders can be:
▪ Members
▪ Trustees/Board of directors
▪ Employers
▪ Volunteers
▪ Clients
▪ Users
▪ Customers
▪ Funders/donors
▪ Contractors
▪ Government
▪ Oversight agencies
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▪ Community groups or the community at large
▪ Watchdog organizations
Non-profit governance defined
As demonstrated, governance in the nonprofit sector has followed the lead from the
corporate world and is about: (a) ensuring that the organization has a clear mission and strategy,
(b) ensuring that the organization is well-managed, and (c) giving guidance on the overall
allocation of resources (Hudson, 2009). In the nonprofit sector, the board, especially in the
independent school world, is often referred to as the board of trustees. The board is trusted with
upholding the mission of the organization by following best practices in governance. While best
practices in governance will be discussed later in this paper in more detail, an overall picture for
nonprofits is presented using two ideas:
The first is The Three D’s in board governance, which are found throughout the nonprofit
literature when discussing the duties of a board. The Three D’s are
➢ Duty of Care: duty to participate in organizational planning, decision-making and
make sound, informed decisions;
➢ Duty of Loyalty: duty to put the interest of the organization before any personal or
professional interest. Avoid conflicts of interest; and
➢ Duty of Obedience: duty to ensure that the organization complies with all applicable
federal, state and local laws and regulations, and that the organization remains
committed to its mission (Ormstedt, 2012, p.16).
Every board member and the board as a whole should understand the three D’s and know how
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their roles on the board fit into the larger picture; upholding the mission. They should be
knowledgeable, preferably before they commit to board service, of any tasks, responsibilities and
potential conflicts of interest they may have. An annual review of both the Head of School
(HOS), individual trustees and the board as a whole will serve as a check and balance system to
ensure adherence to the Three D’s.
Another way to illustrate good governance is through this graphic by the National Council of
Nonprofits (National Council of Nonprofits, 2015).
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This graphic illustrates the components that make up good governance. Practicing good
governance does not happen as a result of board membership; it is an ideal to strive for, for every
member of the board. It is a set of standards, as illustrated by the smaller outside circles, by
which each board member should act. It is also how the board as a whole should present itself
both internally to the school community and externally to the larger community.
Examples of bad governance
The above graphic illustrates good governance and as will be shown later in this project,
good governance will steer Watershed school on the right path towards fulfilling its mission.
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Without good governance, the exact same scenarios that took place in 2001 at Enron, WorldCom
and Tyco, could happen to any nonprofit organization. In fact, even with the poor examples set
by those corporations and the enactment of Sarbanes-Oxley, nonprofits have fallen victim to
poor oversight. Just recently in the news, the Federal Trade Commission (FTC), plus 58 law
enforcement agencies from all 50 states and the District of Columbia, filed a lawsuit against
James T. Reynolds Sr. and four cancer charities that fall under the Cancer Fund of America,
which he started in 1987. The FTC called each of these groups, “sham charities” and charged
them with deceiving donors, misusing millions of dollars in donations, falsifying financial
documents, reporting inflated revenues and overvaluing gift donations (Ruiz, 2015). In a press
release on the FTC’s website, South Carolina Secretary of State Mark Hammond said, “When
charities lie to donors, it is our duty to step in to protect them. At the same time, however, this
historic action should remind everyone to be vigilant when giving to charity. This case is an
unfortunate example of why I always tell my constituents to give from the heart, but give smart”
(Federal Trade Commission, 2015). From this example, it should be clear that consumers be
vigilant in giving money to anyone, but the checks and balances should have been at the top,
from the leadership. It is easy in these situations to blame one person, but the fault lies in the
board of directors for not practicing good governance.
Another example comes from this project researcher’s personal experience with a
nonprofit in Kansas City, Missouri. In 1991, two women started a nonprofit called Women’s 12-
Step Recovery, Inc. Under that name, a house in an historic part of Kansas City was purchased
for the purpose of creating a transitional living home for women in recovery, the first of its kind
in Kansas City. The founding “mothers,” believed that this home needed to be comfortable,
beautiful and welcoming for the women in recovery. A beautiful home would demonstrate to the
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women their own worth and beauty. The founding women dedicated their lives to making this
home beautiful; donating antique furniture of their own, purchasing old furniture at garage and
estate sales and personally modernizing and beautifying it. They asked friends and family for
financial and in-kind donations and secured the help of several banks in the area. They were so
successful that soon they set their sights on an empty lot next door for the purpose of designing
and building a home for women and children. In 2002, their vision became reality and the second
home was opened. In 2004, one of the founding mothers of the organization died. With her
death, much of the momentum was lost and the organization floundered for a few years, going
through a leadership transition that was ultimately unhealthy for the organization. In 2010, the
Executive Director (ED) informed the board that the doors were going to close because the bills
could not be paid. The board soon found out that the ED had been paying bills with his personal
credit card, as well as using donor designated funds to pay operating expenses. The historic
home housing the women had already shut down because it had become unsafe for occupancy.
These problems were a direct result of the lack of governance. This board was not upholding
their duties of care, loyalty and obedience and did not see the executive director’s actions until it
was too late.
Independent school governance.
Schools exist to educate our children for the future, but how this is accomplished differs
by the type and educational model of the school. Independent schools are unique for many
reasons, but probably their most hidden role and asset is that they are in the “business” of
relationships. Lee Quinby, the executive director of the Association of Colorado Independent
Schools (ACIS) points out, “the ‘product’ sold by independent schools includes the quality of
relationships that families experience and the core values that mediate those relationships”
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(Quinby, 2015). Those relationships are often what bring families to an independent school.
Independent schools offer a close knit community, smaller teacher to student ratios and many
offer alternative educational styles and philosophies, which further attract families.
Independent schools are in the “business” of relationships and they strive to carefully
nurture and maintain those relationships. Their “consumers” are paying tuition for their services,
and this often makes the consumer more invested in their “purchase.” As the leadership of the
school, the board must be vigilant about the financial health of the institution. This project
researcher would argue that independent schools exist because they offer a unique set of qualities
that differ from traditional public schools. Patrick F. Bassett, president of the National
Association of Independent Schools (NAIS) from August 2001 through June 2013 explained it in
this way, “independent schools are unique because they are independent in governance and
finance. This independence allows our schools four vital freedoms;
▪ To define mission (and revise or refine it on occasion);
▪ To admit only those students our mission dictates we should serve;
▪ To establish our own expectations for credentials and performance of teachers; and
▪ To teach the truth, as we see it (ie. Giving teachers the freedom to choose their own
“relevant” curriculum and texts) (Bassett, 2012).
These freedoms mean that independent schools can cover a wide range of curriculums
and educational philosophies. Some offer a “rigorous, college preparatory” environment and
others have high quality sports programs. Some schools are able to offer a more focused arts
curriculum or offer outdoor leadership skills. Some schools focus on a specific educational
philosophy, such as Montessori or Waldorf. Some schools, like Watershed School in Boulder
offer a curriculum uniquely its own. This uniqueness sets Watershed apart from the public and
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independent schools in the area. This uniqueness must be protected.
As has been demonstrated thus far, the board of trustees of an independent school, like
their nonprofit counterparts in other fields, must protect and uphold the organization’s mission.
In order to do this and ensure the public’s trust in the institution, good governance practices must
be adopted. In the nonprofit literature, good governance practices are mentioned, but is there a
succinct list of those practices in the literature? Is one resource better than another? To answer
these questions, this project researcher turns to Boardsource and NAIS. Both organizations lead
the way for governance best practices. Boardsource is the nonprofit sector’s resource for
everything related to a governing board. NAIS is a national organization that offers multiple
resources as it relates to the world of independent schools. Both organizations offer guidance on
what constitute best practices in governance. Boardsource offers boards a quick guide to
governance in the Ten Basic Responsibilities of Nonprofit Boards (see Appendix A). NAIS offers
an overview of their Principles of Good Practice for board of trustees and for trustees themselves
and is laid out in the Trustee Handbook (see Appendix B). This project is designed to use both
lists as key references in creating a governance plan for Watershed. Used as guidelines, the
Boardsource and NAIS practices serve as a checklist for nonprofit boards to ensure adherence to
their fiduciary responsibility and the organization’s mission. The importance of good governance
has been discussed, both in the nonprofit world as a whole, but also in the independent school
world. The next section of this project will layout the recommended governance plan for
Watershed. The plan will include the necessary components of recommended best practices in
governance and discuss how this matches strategic alignment and will further Watershed’s
mission.
The Plan
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“Good governance is like a recipe. It requires the right mix of ingredients for it to work
and you can help your board master the recipe with the right resources” (National Council of
Nonprofits, 2015). The following is an outline of the governance plan that will be recommended
to the Watershed board of trustees at their first meeting of the 2015-2016 school year:
1. Recruitment of potential trustees
a) Board profile grid and board matrix
b) Job descriptions
c) Cultivation
2. Appointment of new trustees
a) Orientation
b) Board manual
3. Training and Professional development of trustees
a) Seminars/workshops/conferences
b) Evaluations – Head of School (HOS) and Board
This plan is based on the strategic goals for the governance committee as written in the
new three-year strategic plan for Watershed. In the strategic plan under board development it
states, “build clear, transparent processes for evaluation, onboarding, recruitment and decision-
making” (Watershed 2015-2018 Strategic Plan, May 2015).
Each of the items in the governance plan will be explained in detail in the following
section.
Recruitment
Board Profile Grid and Board Matrix
The two most important aspects of a governance plan are the recruitment of new trustees
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and the annual evaluations of the board. Without these two crucial elements, there is no need for
the rest of the plan. Carefully planned and executed recruitment of a trustee will eliminate many
of the ambiguities that can arise during a trustee’s tenure. Evaluations will determine the
trustee’s current investment on the board. A potential trustee should have been well vetted by the
governance committee and any potential issues addressed. A good governance plan will have
procedures in place to educate the entire board on their part in suggesting potential trustees.
Having both a board profile grid and board matrix (See Appendix C and D for samples) will
assist in this process. Boardsource and NAIS offer sample materials. Both sample materials have
been adapted for use by Watershed School. A carefully constructed board profile grid will
identify the current make-up and skill sets of each board member. These skill sets can be
measured against the board goals as laid out in the strategic plan. Any missing skill sets can be
matched with potential trustees on the board matrix. These tools offer a visual illustration of
where there are holes on the board; diversity, skill set, profession, access to money, etc. It is
easier to see the gaps that need to be filled when a board knows what they already have in place.
For example, a three-year strategic plan may include a capital campaign to purchase land to build
a new location in two years. Therefore, it is helpful to identify potential trustee qualities on the
board matrix. Using this example, it would be beneficial for the board to find new trustees with
the following knowledge and skill sets: (a) real estate background; (b) capital campaign
experience; (c) architecture background; (d) knowledge of city and county rules; and most
importantly (e) access to large sums of money. There is a saying in the independent school world
that aptly applies to boards and fundraising, “Give, get or get off,” meaning that a trustee of the
board gives money or they find someone else who can. If neither are the case, they should resign
from the board. This can be especially true during capital campaigns because large sums of
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money are crucial to the campaign’s success.
Job Descriptions
Another helpful tool in recruiting potential new trustees is the trustee job description.
This document should be detailed enough for potential trustees to quickly understand their
responsibilities and expectations. Boardsource suggests developing a one to two page job
description that suits the organization at this point in its life cycle (Boardsource, 2007).
Watershed is approaching its twelfth year and has different criteria for board members now than
it did in its infancy. This project researcher suggests having a general board of trustee job
description, a job description for officer positions (president/chair, vice-president/vice-chair,
secretary and treasurer) and one for committees. An example of a general trustee job description
is given in Appendix E and a committee job description is given in Appendix F. A job
description will set expectations for a potential new trustee. If it is not the right time or the right
fit, it is best to know before a person makes a commitment to the board. If the right tools are in
place at the onset of this board building process, good governance will become institutionalized
and these processes will only need slight revisions as the needs of the school change.
Cultivation
After the board has identified its current make-up, pinpointed the skill sets, diverse
qualities and needs of new trustees and developed concise board job descriptions, it is time to
cultivate these potential trustees. Like fund-raising, building a board is about developing
relationships. The benefit is that every current board member has a network of relationships,
such that the pool of candidates is vast. With the proper tools in place however, the candidate
pool can be narrowed down. The person who has the relationship with the candidate can
approach him or her at this point and begin to discuss board service. Initially, this contact will be
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to understand his or her interest and give them information about the school, board roles and
responsibilities. If the candidate expresses a keen interest, it is at this time that the board requests
the candidate submit a one to two page resume. After which, the board chair, HOS and
governance committee chair conduct an interview with the candidate. The interview is an
opportunity to discuss in more detail, the roles, responsibilities, and expectations of trustees and
to answer any questions the candidate may have about board service. The individuals who
conducted the interview will make a recommendation of service to the full board. The full board
can ask the interviewers questions and clarify that this candidate matches the criteria needed for
the board. The board will discuss the candidate and if interested put a motion forward to elect
this candidate to the board. Often a person will be interested, but is perhaps not ready for full
board level commitment or the board will decide to vet the candidate for a period of time before
asking them to join the board. In these situations, committee work is a great entry-level job
before board service.
Appointment
Orientation
The orientation of new board members is an important part of the governance process.
Orientation should be organized and guided by the governance committee. It is recommended to
have other key board members, such as the chair and committee heads available to discuss their
roles and responsibilities. It is during the orientation where new members will learn more about
the organization; its mission, history, staff members, officers of the board, committees and
duties, board meeting schedule and attendance requirements and how to get started. Ideally, a
board will have welcomed several new board members at the same time and one orientation can
take place so that information will not need to be repeated. An orientation should be an annual
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event as retiring board members cycle off and new members are on-boarded. The role of the
governance committee is crucial in on-boarding new members. Not only is this committee the
face of the governance functions of the board, they set the tone on how trustees see and
understand their role on the board and their part in the overall strategic picture of the school.
Boardsource provides a helpful tool to use when orienting new trustees. See Appendix G – New
Board Member Orientation Checklist. This tool is particularly helpful for two reasons. First it
helps assign tasks to various members of the board so that on-boarding new members does not
fall on a single person. Second, it provides a short checklist of items that should have been
covered prior to the election of a new candidate. This simple task acts as a checks and balance
system for good governance.
Board manual
The board manual for new trustees serves as their own personal encyclopedia during their
tenure on the board. Governance resources such as Boardsource or NAIS for independent
schools vary on their recommendations for what should be included in a board manual. There are
a few key elements that should be included in every nonprofit board members handbook, such as
by-laws, articles of incorporation, mission and vision statements, history and background of the
organization, board job and committee descriptions and any contracts. After that, it will vary by
type of organization. For the purposes of this project, this project researcher has chosen the board
manual recommendations from NAIS. See Appendix H for Board Manual Contents.
Training and Professional Development
Developing a board is an on-going process and critical for keeping members up to date
on governance policies and what is happening in the independent school world. The world
changes fast and trends in education seem to emerge with the start of every school year.
22
WATERSHED SCHOOL GOVERNANCE
Technology allows for instant access to a wealth of materials via web sites, e-readers, and even
newspaper articles on our phones. An example of one such resource, Independent School
magazine, can be purchased both in print and online. Additionally, Boardsource offers a
multitude of downloadable manuals and resources on every nonprofit topic from governance to
fundraising to reading the financial statements of the organization. Boardsource also offers a set
of webinars such as, Webinar 101: The Ultimate Board Meeting Experience: Process,
Engagement, and Productivity. They offer webinars for certifications as well, such as: Certificate
of Nonprofit Board Education, Leadership Certificate for Nonprofit Board Chairs and Certificate
of Nonprofit Board Leadership for Board Officers. NAIS also has many resources for heads of
schools, trustees, staff, parents and alumnae on its website. Watershed is in its first year of
accreditation by the Association of Colorado Independent Schools (ACIS). ACIS is a regional
affiliate to NAIS and therefore any school in its network has access to these resources.
These resources are often free of charge and can be accessed independently of any
membership. Once downloaded as a PDF file, they can be shared with an organization’s board of
trustees for reference. It is beneficial for the governance committee to periodically search these
sites for new information and make it available to all board members. However, it is the project
researchers belief that the best way for trustees to continue in their board development is to be
given articles to read on timely topics prior to each board meeting, commit to watching one
webinar a year and attend any local workshops given by area schools or organizations.
Seminars/Conferences/Board workshops
Local workshops, seminars or conferences are great opportunities for board members to
gain more knowledge and are often not well known to trustees. It is the duty of the governance
committee, board chair and HOS to inform board members of such opportunities. Often the
23
WATERSHED SCHOOL GOVERNANCE
school or organization will pay for trustees to attend such events because it is of such benefit to
the school. Some schools will budget annually for trustee professional development. If this is not
the case, this project researcher believes it is part of a trustee’s duty to pay for and attend at least
one trustee development seminar or workshop per year. An example of this type of conference is
the Association of Colorado Independent Schools (ACIS) Trustee & Head of School Conference
held in Vail, Colorado annually in October. Often schools will use this time as their annual board
retreat, where the HOS and trustees can connect on a more meaningful level and further the
governance function of the board.
Evaluations
A key element in good governance and to the professional development of any board
member is the evaluation process. Both Boardsource and NAIS offer resources to help in this
area by providing sample assessments in their books and online. See Appendix I for a sample
board self-evaluation and Appendix J for a full board evaluation.
“No individual or organization develops excellence without setting standards and submitting to
some measure of accountability. Evaluations of staff performance, for instance, are usually done
annually. Board members should be no exception. If they are committed to good governance,
board members will create a climate in which an evaluation process is seen as a natural way to
improve how the board functions” (Boardsource, 2007, p.131).
The evaluation process allows individual board members to look inward and check in on
their level of commitment to the board. If they find that their involvement is lacking, perhaps it is
time to step up their involvement or resign from the board. In addition to the individual self-
evaluations, the board also conducts a full board evaluation.
“The full board, acting as a unified body, has a responsibility for ethical, moral, and fiduciary
24
WATERSHED SCHOOL GOVERNANCE
oversight that is greater than the individual board members responsibilities. Even when board
members have engaged in a self-evaluation process as individuals, they still need to look at the
board’s functioning as a whole” (Boardsource, 2007, p.134). Boardsource suggests the following
important reasons to conduct a full board evaluation
 A nonprofit organization, in the long run, is no better than its board. It is in everyone’s
interest to help the board function as effectively as it possibly can;
 Individual board members become frustrated when they perceive that the overall board is
dysfunctional in key areas;
 Staff morale suffers when the board doesn’t seem cohesive, efficient or productive;
 When the board can address its own needs honestly, it sends the right message to staff
members; and
 Finally, an effective board addresses issues, keeps the mission clear, uses funds wisely,
and makes board meetings enjoyable (Boardsource, 2007, p.134-135).
NAIS recommends the evaluation of the Head of School (HOS) annually. “Goals and
evaluation are the central measure of the head and board’s work – too important to leave to
chance, anecdotal reporting, or last minute planning. Open-ended, 11th
-hour evaluations that are
not based on previously set goals are unfair to the head and to the school, and such evaluations
are unlikely to advance the school’s mission” (DeKuyper, 2007, p.130). In fact, in order for
Watershed to be accredited by ACIS, it must conduct this annual evaluation. At the start of the
2014-2015 school year, Watershed’s new head of school wrote a list of goals based on the
strategic plan set forth the previous year. The measurement of these goals were the basis for the
head of school survey this year. The survey was adapted for Watershed by the governance
25
WATERSHED SCHOOL GOVERNANCE
committee from an ACIS accredited independent school in Denver. The governance committee
asked for feedback on this particular measurement tool to see what, if any, revisions need to be
made for the following year.
See Apendix K for the 2014-2015 Watershed HOS survey.
Implementation
The next step is to share this plan with the head of school and the board of trustees at
Watershed. It is important that every trustee know the importance of good governance and how
he or she fits into the governance plan for Watershed. The timeline for implementation is as
follows:
Date: Action: By whom:
May/June 2015
The first evaluations went out
to the board and key
constituents.
Governance Committee
August 28, 2015
1st
board meeting of the 2015-
2016 school year and
introduction of full
governance plan.
Full board and governance
committee
September – November 2015
Work on new board manual
and begin recruitment steps
for new trustees.
Governance committee
January – March 2016 Write orientation.
Governance committee, board
chair and HOS
April 2016
Suggest new trustees for the
board based on cultivation
techniques
Full board
May 2016
Annual board strategic retreat:
Vote in new trustees, set
governance goals for 2016-
2017 that are aligned to
strategic goals.
Full board
May/June 2016
Annual HOS, board and
individual board self-
assessment tools.
Governance committee
26
WATERSHED SCHOOL GOVERNANCE
2016-2017
Fully operational governance
plan.
Full board
Conclusion
Good governance does not happen overnight; it is a carefully thought out and constructed
process. Every organization in each sector would be served well by incorporating best practices
in governance. Employing good governance allows an organization to exist into the future to
serve its constituents, whether that is through a product sale, enjoying a national park or serving
its mission. Watershed’s mission is to educate children grades six through twelve by sparking
adventure and wonder, fostering inquiry and community, building character and the ability of
students to take on the world’s greatest challenges. This cannot be done without a governance
plan to hold the school leadership accountable for its every action. A well-constructed plan will
ensure that Watershed’s board holds the organization in trust by: (a) ensuring that resources are
available now and for the future; (b) annually reviewing the HOS and board; (c) thoughtfully
recruiting, on-boarding and developing trustees; and (d) always being an ambassador to the
27
WATERSHED SCHOOL GOVERNANCE
school.
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31
Appendix A
Boardsource: Ten Basic Responsibilities of Nonprofit Boards
1) Determine mission and purposes.
2) Select the chief executive.
3) Support and evaluate the chief executive.
4) Ensure effective planning.
5) Monitor and strengthen programs and services.
6) Ensure adequate financial resources.
7) Protect assets and provide financial oversight.
8) Build a competent board.
9) Ensure legal and ethical integrity.
10) Enhance the organization’s public standing.
Ingram, R.T. (2009). Ten Basic Responsibilities of Nonprofit Boards. Washington D.C.:
Boardsource.
Appendix B
NAIS: Principles of Good Practice
NAIS Principles of Good Practice for Boards
1) The board adopts a clear statement of the school’s mission, vision, and strategic goals and
establishes policies and plans consistent with this statement.
As a trustee, you understand and support the mission, articulate it wherever you are, and
use it as a guidepost for making board decisions. You ensure that integrity is a hallmark
of the school for which you are a fiduciary.
2) The board reviews and maintains appropriate bylaws that conform to legal requirements,
including duties of loyalty, obedience, and care.
As a trustee, you understand the bylaws and your fiduciary duties and seek to be an
effective participant in board deliberations, helping to keep board discussions at the
policy level.
3) The board assures that the school and the board operates in compliance with applicable
laws and regulations, minimizing exposure to legal action. The board creates a conflict-
of-interest policy that is reviewed with, and signed by, individual trustees annually.
As a trustee, you disclose your conflict of interest. You also make sure that the
appropriate risk-management policies are in place and that you are vigilant in assessing
potential risk.
4) The board accepts accountability for both the financial stability and the financial
Future of the institution, engaging in strategic financial planning, assuming primary
responsibility for the preservation of capital assets and endowments, overseeing operating
budgets, and participating actively in fund raising.
As a trustee, you understand the finances of the school, actively participate in board
discussions, and ensure that the necessary financial policies are in place.
5) The board selects, supports, nurtures, evaluates, and sets appropriate compensation for
the head of school.
As a trustee, you are committed to keeping the board’s relationship with the head a
dynamic and positive one. This includes participating in the head’s evaluation as
appropriate and supporting the head’s personal development to help him or her become
even more effective.
6) The board recognizes that its primary work and focus are long-range and strategic.
As a trustee, you focus on those issues that ensure that the school will thrive in the future.
7) The board undertakes formal strategic planning on a periodic basis, sets annual goals
related to the plan, and conducts annual written evaluations for the school, the head of
school, and the board itself.
As a trustee, you enthusiastically promote a culture of evaluation and participate in all
appropriate evaluations.
8) The board keeps full and accurate records of its meetings, committees, and policies and
communicates its decisions widely, while keeping its deliberations confidential.
As a trustee, you make sure that all minutes and reports are sent to you before each
board meeting. You review them thoroughly and prepare to ask questions and discuss the
issues presented at the meeting. You keep all deliberations in confidence until they
become public; then you actively support them.
9) Board composition reflects the strategic expertise, resources, and perspectives (past,
present, future) needed to achieve the mission and strategic objectives of the school.
As a trustee, you are ever on the watch for potential trustees and bring them to the
attention of the committee on trustees.
10) The board works to ensure that all its members are actively involved in the work of the
board and its committees.
As a trustee, you are an active member of at least one committee or task force. You work
to ensure that the board focuses on its own agenda and is organized to do so.
11) As leader of the school community, the board engages proactively with the head of
school in cultivating and maintaining good relations with school constituents as well as
the broader community and exhibits best practices relevant to equity and justice.
As a trustee, you work with your fellow board members and the head to make
connections with the school community and, beyond that, further the school’s mission,
program and policies. You ensure that the board lives out a strong commitment to equity
and justice in all that you do and say.
Principles for Trustees:
1) A trustee actively supports and promotes the school’s mission, vision, strategic goals, and
policy positions.
As a trustee, you are enthusiastic about the school – it’s mission, head, faculty, students,
and curriculum – knowing that such enthusiasm can be very contagious.
2) A trustee is knowledgeable about the school’s mission and goals, including its
commitment to equity and justice, and represents them appropriately and accurately
within the community.
As a trustee, you serve as an informed, active school advocate.
3) A trustee stays fully informed about current operations and issues by attending
meetings regularly, coming to meetings well prepared, and participating fully in
all matters.
As a trustee, you plan to attend every board meeting and do so unless there is a real
emergency. You prepare in advance, participate fully in the discussions, and facilitate
the board’s ability to make decisions.
4) The board sets policy and focuses on long-range and strategic issues. An individual
trustee does not become involved directly in specific management, personnel, or
curricular issues.
As a trustee, you keep you eye on the big picture and enable the head to run the school.
5) A trustee takes care to separate the interests of the school from the specific needs
of a particular child or constituency.
As a trustee, you bring your experience with you to the board table, and you serve as a
trustee for the whole school community.
6) A trustee accepts and supports board decisions. Once a decision has been made, the
board speaks with one voice.
As a trustee, you speak up during board discussions but support the will of the majority
within the board and publicly.
7) A trustee keeps all board deliberations confidential.
As a trustee, you speak with candor during board deliberations but keep such
discussions, and the views of other trustees, in confidence.
8) A trustee guards against conflict of interest, whether personal or business-related.
As a trustee, you disclose any conflicts of interest and do not participate in or vote on
any actions from which you might receive personal benefit.
9) A trustee has the responsibility to support the school and its head and to
demonstrate that support within the community.
As a trustee, you must ask questions about major issues and participate in
appropriate decisions. You respect and fulfill your private, confidential duties
as a trustee to question, to think out loud, and even criticize if appropriate. But
you also respect your public role as a trustee to serve as an advocate, defender,
and, if necessary conduit (but not supporter) of dissent.
10) Authority is vested in the board as a whole. A trustee who learns of an issue of
importance to the school has the obligation to bring it to the head of school, or to
the board chair, and must refrain from responding to the situation individually.
As a trustee, you are polite to those who contact you with a concern but firm in adhering
to your trustee role. You refer the person to the head of school or the board chair,
whoever is most appropriate.
11) A trustee contributes to the development program of the school, including strategic
planning for development financial support, and active involvement in annual and capital
giving.
As a trustee, you will give and get – cheerfully!!!
12) Each trustee, not just the treasurer and finance committee, has fiduciary responsibility to
the school for sound financial management.
As a trustee, if you do not understand the finances of the school, you will seek to be
educated on financial matters and actively participate in board financial discussions.
Appendix C
Sample Board Profile Grid
NAME: 1 2 3 4 4 6
SEX:
male
female
AGE:
21-35
36-50
51-65
Over 65
RACE/ETHNICITY
African American
American Indian
Alaskan Native
Asian/Pacific Islander
Caucasian
Latina/o
Other
PROFESSION:
Arts
Banking
Business owner
Civil service
Entrepreneur
Corporate
Finance
Law
Human relations
Non-profit
Media
Medicine
Religion
Politics
Homemaker
Student
Other
AREA OF EXPERTISE:
Nonprofit governance
Administration
Social media
Education
Facilities management
Financial management
Fund raising
Event planning
Legal services
Media/PR
IT
Strategic planning
Outdoor leadership
HR
Community building
Real estate
CONSTITUENCY:
WS Parent
Non WS parent
WS Alum
WS Grandparent
WS past parent
ADD’L CHARACTERISTICS:
Ability to raise funds
Ability to raise image
Ability to raise
enrollment
Appendix D
Sample Board Matrix
Resources
Money to give
Access to money
Access to other resources
(foundations, corporate
support)
Availability for active
participation (solicitation
visits, grant writing)
Community Connections
Religious organizations
Corporate
Education
Media
Political
Philanthropy
Small business
Social services
Other
Qualities
Leadership skills/Motivator
Willingness to work/Availability
Personal connection
with the organization’s
mission
Personal Style
Consensus builder
Good communicator
Strategist
Visionary
Bridge builder
Areas of Expertise
Administration/Management
Entrepreneurship
Current Members Prospective Members
1 2 3 4 5 6 A B C D E F
Age
21-35
36-50
51-65
Over 65
Gender
Female
Race/Ethnicity
African American/Black
Asian/Pacific Islander
Caucasian
Hispanic/Latino
Native American/Indian
Other
Male Current Members Prospective Members
1 2 3 4 5 6 A B C D E F
Resources
Money to give
Access to money
Access to other resources
(foundations, corporate
support)
Availability for active
participation (solicitation
visits, grant writing)
Community Connections
Religious organizations
Corporate
Education
Media
Political
Philanthropy
Small business
Social services
Other
Qualities
Leadership skills/Motivator
Willingness to work/Availability
Personal connection
with the organization’s
mission
Personal Style
Consensus builder
Good communicator
Strategist
Visionary
Bridge builder
Financial management
Accounting
Investments
Fundraising
Government
Law
Marketing, public relations
Human resources
Strategic planning
Physical plant
(architect,
engineer)
Real estate
Representative of clients
Special program focus
(e.g., education, health,
public policy, social services)
Technology
Other
Number of years (or
terms) on the board
(Adapted for Watershed from The Nonprofit Board Answer Book: A Practical Guide for Board
Members and Chief Executives. Boardsource, 2007).
Appendix E
Sample Board Member Job Description
Watershed School
Board of Trustee
Mission and vision:
Watershed School’s mission is to spark adventure and wonder, foster inquiry and community,
and build the character and ability of students to take on the world’s greatest challenges.
We believe that students learn best when they are . . .
• essential members of a vibrant, diverse learning community,
• immersed in challenging, real-life experiences that make a difference,
• exploring ideas, questions, and projects that are meaningful and relevant to them,
• collaborating with inspiring adults who know them well,
• given real responsibility for their education, and
• in touch with their innate wisdom and capacity for insight.
Position: Board of Trustee
Roles and Responsibilities:
• Attend at least 75% of board meetings.
• Sit on at least one board committee.
• Read and understand material and publications sent in advance of meetings.
• Treat all information discussed or exchanged in confidence.
• Understand financial information and processes.
• Ensure that appropriate financial, legal, tax and personnel review systems are in place.
• Give a stretch gift annually.
• Engage in professional development opportunities by attending at least one governance
workshop or seminar per year.
• Be able to state Watershed’s mission and a 30-second elevator pitch about the school at
any time.
• Be an ambassador of the school by always speaking positively about the school in the
community.
• 1:1 replacement – when your board term is over, you are in charge of replacing yourself.
• Understand the Three D’s: Duty of Care, Loyalty and Obedience and practice them.
• Understand the importance of good governance at all times.
Required Skills:
TBD after board profile grid and board matrix are completed.
Please contact: Governance Committee Chair, _____________________________ for more
information.
Appendix F
Sample Development Committee Job Description
Responsibilities:
The primary role of the development committees shall be to advise the board and staff of the
school on all matters pertaining to fund development and to oversee and coordinate the ongoing
fund development efforts of the school.
The specific committee responsibilities shall be as follows:
 Establish fund development goals and organizational structures.
 Approve the annual fund development plan and inform the board. The board approves the
goal as part of the annual budget process.
 Identify ways trustees can be involved in the raising of funds and match individual board
members with the activities that complement their skills and interests.
 Identify and assist with the recruitment of volunteers for the various activities.
 Assist in identifying major donors.
 Make contacts or conduct solicitations with major donors when a committee member is
the right person to make such a contact.
 Advise on the community relations and communications plan as it relates to fund
development activities for the school year.
 Monitor the progress of the annual campaign and keep the board informed.
 Coordinate with the capital campaign committee (if and when one exists).
 Establish and implement a system of recognition for board and other volunteers who are
active in fund raising.
Committee Members and Staff:
Development committee members should be people who:
• are committed givers to the school;
• believe in the mission of the school;
• are skilled in fund raising or willing to learn the skills to do the job;
• are highly regarded by the school community; and
• are willing to give the necessary time.
The size of the committee depends on the amount of tasks to be accomplished in any given
school year. But it shouldn’t be so large that the chair spends all of his or her time facilitating
meetings and other logistics. Seven to ten members is the average. The development director
should staff the committee.
Meetings:
The development committee should meet at least quarterly. At times, however, the committee
may need to increase the frequency to monthly or even weekly. In addition, members should be
on call for individual assignments.
(Adapted from The Sample Material in The Trustee Handbook: A Guide to Effective Governance
for Independent School Boards, 9th
Ed. NAIS).
Appendix G
Sample New Board member orientation checklist
Item By Whom? Date:
Before election
Organization’s history,
mission and vision
Roles, responsibilities and
expectations of trustees
Tour of facility
Meeting with HOS, Board
Chair
Other
Soon after election
Overview of Board Manual
contents
Committee assignments and
brief introduction
Briefing on educational
philosophy and curriculum
Calendar of board meetings
Calendar of school events
and expectation on
attendance
Professional development
Quick review of by-laws,
Form 990, financials and
audits
Sign board contract, ethics
policy and CI policy
Other
Other
(Adapted for Watershed from The Nonprofit Board Answer Book: A Practical Guide for Board
Members and Chief Executives. Boardsource, 2007).
Appendix H
Sample Board Manual Contents Recommended
Board membership and calendar
• Contact information for every trustee
• Short bio of each trustee
• Board and committee job descriptions
• List of officers with titles
• Committee lists, including contact information of non-trustee members
• Calendar of board and committee meetings
• Event dates at which trustee presence is requested
Organizational background Information
• Mission, Vision, Value statements
• Educational philosophy
• Brief history of the school, including founding members, major events and
milestones
• Description of curriculum
• Description of the student body
• Strategic plan
• Most recent annual report
• Public relations material
• Organizational chart
Bylaws and Policies
• Articles of Incorporation, corporate charter, and bylaws
• Conflict of Interest Policy, Whistleblower policy, ethics policy
• Board policies: attendance at meetings, indemnification/directors and officers
liability, reimbursement for expenses, gift giving policy, etc
Administration and Faculty
• List of admin team
• List of faculty
• Have accessible: personnel policies, faculty/staff handbook, job descriptions of key
administrative positions
Students
• Have accessible: student handbook, family directory, Parent Expedition roles and
contact list
Finances
• Financial policies and procedures, including investment policy
• Budget
• Lon-range financial plan
• Most recent independent audit report
• Annual fund-raising plan
• Periodic financial reports (if separate from minutes)
Minutes and school issues
• Minutes of last several board meetings
• Brief description of issues facing the school, especially those that involve the board
Resources
• Bibliography on trusteeship
• Local, state or regional independent school association (for Colorado: ACIS)
• National Association of Independent Schools (NAIS)
• NAIS’s Trustee Handbook
• NAIS’s Principles of Good Practice (for independent school trustees, for boards of
trustees, and for equity and justice)
• Boardsource: Ten Basic Responsibilities of Nonprofit Boards
• Principles & Practices for Nonprofit Excellence in Colorado
• Boardsource: The Nonprofit Answer Book: A Practical Guide for Board Members and
Chief Executives
• Budgeting & Financial Management for Nonprofit Organizations
(Adapted from The Sample Material in The Trustee Handbook: A Guide to Effective Governance
for Independent School Boards, 9th
Ed. NAIS, p.114 & 115).
Appendix I
Individual board of trustee self-evaluation
NOTE: The following evaluations have been adapted for use by Watershed School from an ACIS
accredited independent school in Denver.
Please answer the following questions with regard to how you feel about your service to Watershed this
past year.
Agree Disagree Not
Sure
1. I understand and support the
mission of the school.
2. I am knowledgeable about the
school’s programs and curriculum.
3. FOR NON-Parent trustees: I stay abreast of school
events and happenings and make every effort to attend
events.
4. I assist with fundraising and/or give
a significant annual gift to the school.
5. I read and understand the school’s
financial statements.
6. I have a good working relationship with
the head of school.
7. I recommend individuals for service
to this board.
8. I prepare for and participate in board
meetings and committee meetings.
9. I act as a good-will ambassador to
the organization.
10. I find serving on the board and its committees to be a
satisfying and rewarding experience.
Appendix J
Board Evaluation
Review the list of basic board responsibilities. Indicate whether, in your opinion, the board
currently does a good job in an area or whether the board needs to improve its performance.
Our Mission and Vision:
Watershed School is an innovative middle school and high school located in Boulder, Colorado.
We are currently enrolling for grades 6 – 12.
Mission
Watershed School’s mission is to spark adventure and wonder, foster inquiry and community,
and build the character and ability of students to take on the world’s greatest challenges.
We believe that students learn best when they are . . .
• essential members of a vibrant, diverse learning community,
• immersed in challenging, real-life experiences that make a difference,
• exploring ideas, questions, and projects that are meaningful and relevant to them,
• collaborating with inspiring adults who know them well,
• given real responsibility for their education, and
• in touch with their innate wisdom and capacity for insight.
Does Well Needs Work
Organization’s Mission: The school has
a well-articulated mission and the
board ensures that the school adheres
to its mission.
Honoring Watershed’s founding
traditions or educational values: The
board understands the unique nature
of a Watershed education and helps to
promote the school within the
community and beyond.
Diversity: The board assists the
administration in defining the
school’s diversity objectives. It is
committed to diversity in all areas of
the school.
Strategic Planning: The school has a
“long term” plan with measurable
objectives and the board holds itself
and the head of school accountable to
achieve the stated objectives.
Fundraising: The board participates in
all areas of fundraising and it supports
the efforts of the Development
committee.
Fiscal Oversight and Risk Management:
The board reviews and approves the
administration’s budget and it reviews
financial statements and understands
significant variations from the budget.
The board’s policies are designed to
ensure the long term financial
sustainability the school.
Physical environment: The board
ensures that the school maintains a
safe, healthy and welcoming
environment while providing the
building and other resources required
to deliver the school’s program.
Relationship with Head of School: The
board and the head have a common
view of the school’s mission. The
board openly supports the decisions
made by the head of school. In
decisions requiring board input, the
head consults with the board.
Board-Staff Relationship: Board
members work with staff members on
a respectful and supportive basis as
required. Board members do not
interfere with the “chain of
command” in the administration.
Community Relations and Advocacy:
Board members participate in school
activities and act as positive and
supportive community members.
Board Selection and Orientation: The
board selection process consistently
nominates new trustees with shared
commitment to the school. The
orientation process gives board
members the knowledge needed to
perform their duties.
Board Organization: The committee-
based system allows the board to
achieve both its short term and long-
term objectives. The committee work
is personally rewarding for board
members.
Comments: Please give us any comments or feedback on how we can improve the operations of
the board or make it a more rewarding environment.
Please return all evaluation forms by May 29th
to Tiffany.
Thank you!
Appendix K
HOS Evaluation
Watershed 2014 – 2015 Head of School Evaluation
There are two elements to the evaluation:
1. Rating of performance and
2. Comments and observations.
Ratings:
1. Needs Strengthening. Limited performance.
2. Satisfactory Performance. Above Average.
3. Consistently good results.
4. Superior. Consistently outstanding performance.
5. Insufficient knowledge to judge.
I. Performance. The Head of School…
Administrative Characteristics 1 2 3 4 5
1. Is effective in working with budget and finances.
2. Communicates effectively in writing and speech.
3. Follows through on decisions effectively.
4. Anticipates problems and is resourceful in dealing with them.
5. Effectively advances the strategic plan.
6. Effectively leads staff in managing the school programs.
7. Delegates responsibility and authority effectively.
8. Provides leadership in fund-raising strategies.
9. Recruits and develops competent administrative staff.
Board of Trustees Relationship 1 2 3 4 5
1. Maintains a strong working relationship with the board.
2. Demonstrates respect and trust in dealing with the board.
3. Maintains effective communication with trustees.
4. Enables appropriate communication between board and staff.
5. Maintains positive relationships with the multiple school
constituencies.
Individual Qualities 1 2 3 4 5
1. Is open minded and skilled in listening.
2. Is sensitive to and considerate of others.
3. Demonstrates and models integrity and loyalty.
4. Shows good judgment.
5. Demonstrates good humor.
6. Accepts constructive criticism well.
Professional Leadership 1 2 3 4 5
1. Demonstrates commitment to improving Watershed School.
2. Keeps informed about issues affecting independent schools.
3. Identifies and recommends priorities for Watershed’s programs.
4. Maintains a positive professional reputation in the community.
5. Cultivates effective working relationships with:
a) Community
b) Other schools in the area
c) Potential donors
d) Alumnae
e) Parents
f) Students
Educational Management and Leadership 1 2 3 4 5
1. Demonstrates substantial knowledge about Watershed’s unique
curriculum and educational offerings
2. Sets high standards of quality for the educational program
through effective oversight and management.
3. Recommends modifications or discontinuation of
current programs as needed.
4. Demonstrates contact with students and knowledge about student
needs and issues.
5. Recruits and develops competent faculty.
6. Is attentive to and promotes positive faculty morale.
7. Informs parents about the academic expectations and programs
of the school.
Identify and comment upon the HOS’s achievements that you believe were significant to the
school this year.
Identify and comment upon significant concerns for Watershed that occurred during this year.
Identify and comment upon significant challenges and opportunities for Watershed that you see
emerging on which the HOS should focus on in the future.
II. Recommendations and Critique
1. What was most effective about the Head of School’s performance this year?
2. What specific recommendations would you make to the Head of School to help improve
his/her effectiveness?
Tiffany, this project was excellent. Your board should be pleased with your work here. It’s
clearly written and your reasoning is supported by research. Congratulations!

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T.Carlson_WatershedGovernancePlan_6-25-2015_FINAL_graded_CarolDorris (copy2)

  • 1. RUNNING HEAD: WATERSHED SCHOOL GOVERNANCE A Governance Plan for Watershed School A Paper Submitted to: The Master of Nonprofit Program Regis University Denver, CO In Fulfillment of Requirements for: MNM 697 Professional Project Tiffany S Carlson June 2015 1
  • 2. WATERSHED SCHOOL GOVERNANCE Table of Contents Abstract………………………………………………………………………………………3 Introduction………………………………………………………………………………….4 Problem Statement…………………………………………………………………………..6 Background of Watershed School…………………………………………………..7 Review of the Literature…………………………………………………………………….8 Governance defined…………………………………………………………………9 Nonprofit governance defined………………………………………………………11 Examples of bad governance……………………………………………………….13 Independent school governance…………………………………………………….15 Governance Plan……………………………………………………………………………17 Recruitment…………………………………………………………………………18 Appointment………………………………………………………………………..21 Training and professional development……………………………………………22 Implementation…………………………………………………………………………….25 Conclusion…………………………………………………………………………………27 References…………………………………………………………………………………28 Appendices…………………………………………………………………………………32 2
  • 3. WATERSHED SCHOOL GOVERNANCE Abstract Throughout the course work for the masters in nonprofit management program at Regis University, the issue of good governance was a recurring theme. Organizations in the nonprofit sector depend on quality governance practices not only to stay afloat, but also to adhere to IRS tax-exempt rules, and more importantly to set themselves apart from the 1.6million organizations within the sector. This paper explores governance best practices with a focus on independent school education within the sector. Specifically, this project will examine one school, Watershed School in Boulder, Colorado, which is approaching its twelfth year. The 2014-2015 school year ushered in a fourth head of school that brought renewed energy and purpose to the school. The 2015-2016 school year will start with a new mission, vision, accreditation with the Association of Colorado Independent Schools (ACIS) and a three-year strategic plan. A critical part of this renewed focus is instituting good governance. The board of trustees is the head of the governance function and this plan will be introduced to the board for implementation in the 2015-2016 school year. 3
  • 4. WATERSHED SCHOOL GOVERNANCE Introduction Governance is a word often heard in nonprofit board meetings today, but its meaning and importance remains a mystery to many. As a topic for discussion in board meetings, it should be at the top of the agenda. In order for nonprofits to be effective stewards of their mission, governance must be well understood. According to the Urban Institute, there are approximately 2.3 million nonprofits actually operating in the United States; 1.6 million of those are registered with the IRS. These organizations serve people in varying ways throughout multiple fields: art, health, education, human services, housing, labor unions, relief organizations and more. Due to the unstable nature of the U.S. economy, the growing population, increased disparity between classes and what is available to them (education, housing, jobs, health care) nonprofit services are in higher demand than ever before. In order for these organizations to continue to serve the millions of people seeking their services, they must be sustainable. The only way to a sustainable organization is through good governance. Good governance ensures that an organization is led well, has sound financial practices, is ethical and in all actions is guided by the mission of the organization. The first step towards good governance is to educate and inform those whose job is to uphold the organization’s mission. The board of trustees is responsible for ensuring the mission is carried out. In order for the trustees to uphold this responsibility to the organization, they need the best guidance possible in the form of sound governance advice and best practices. Of the 1.6 million registered nonprofits in the United States, approximately 17.1% are educational in nature. Higher education accounts for 0.7% and other levels of education account for 16.4% (The Urban Institute, 2007). While educational nonprofits are not even a quarter of those registered, they are an important aspect of the nonprofit landscape in this country. In the 4
  • 5. WATERSHED SCHOOL GOVERNANCE Private School Review, Robert Kenned writes, “Not for profit status was designed for entities which operate for the greater good of the community. A school generally meets that test” (Kenned, 2014). Nonprofit independent schools operate for the greater good by offering alternatives to families looking for something different for their child or children. It could be a smaller student to teacher ratio, or it could be the location, or the focus of the school that draws them. There is an alternative to nonprofit independent schools; the forprofit independent school. Jenny Anderson writes in a NY Times article: Parents may be hard pressed to see much difference between forprofit and nonprofit independent schools. Both cost a lot, both depend on the children of wealthy people to attend, both pay their headmasters large salaries. But nonprofit schools enjoy generous tax advantages, including low-cost benefit packages, property-tax exemptions and grant eligibility. They also must bridge the gap between tuition revenue and the expense of running the institutions with donations. Forprofit schools pay taxes but generally refrain from soliciting parents, instead securing money from investors who hope to make money later, if the school is sold or the company that owns it goes public (Anderson, 2010). Why choose a nonprofit independent school over a forprofit one? The answer to this will vary by family, personal preference and the needs of the family. Both forprofit independent schools and nonprofit independent schools can and do offer the same types of education, a significant difference is how they are set-up or incorporated. A forprofit is set up to make a profit and is controlled by an owner who makes the organizational decisions. A nonprofit seeks 501(c)(3) status from the IRS, which exempts the school from federal, state and local taxes. It also allows the school to receive contributions that are tax-deductible to the extent provided by the law. 5
  • 6. WATERSHED SCHOOL GOVERNANCE Because a nonprofit, whether a school or soup kitchen, exists for the greater good the utmost care must be taken to manage those organizations. Kenned points out that the “legal status of a school (nonprofit versus forprofit) is not nearly as important as the way it is managed” (Kenned, 2014). For this reason, good governance is critical. Problem statement The board of trustees of any nonprofit organization, including a school, is the body that holds the organization in trust to its constituents and the community. In order to do this the board must operate ethically and follow best practices in governance. Currently, at Watershed there is no consistent plan for governance best practices. There are many ambiguities that leave board members questioning their duties and responsibilities. Trustees understand their role on individual committees, but do not understand the overall responsibilities of a trustee. Since its founding in 2004, Watershed has had only two board self-evaluations and one head of school evaluation. This is not recommended practice in the nonprofit sector. It would also disqualify the school from accreditation. Additionally, the board handbook is out of date and does not reflect the new mission and vision statement and should include much needed and updated reference materials. It is important to the school, its future and to the integrity of the nonprofit sector for each organization to understand and perform best practices in governance. Boardsource (2009) recommends that the first step to effective board membership is to eliminate the ambiguities that define their roles and responsibilities. It is the goal for all members to be productive, know their roles, and ascribe to the Three D’s of board membership, the Duty of Care, Duty of Loyalty and Duty of Obedience, which are explained in detail later in this paper. This project will be utilizing the resources available in the nonprofit sector and within the independent school world to 6
  • 7. WATERSHED SCHOOL GOVERNANCE implement a governance plan for Watershed’s board. Best practices from the nonprofit sector and the independent school world will be examined and adopted for Watershed, so that it becomes a school of exemplary governance practice and a model for other independent schools. Background of Watershed school. Watershed School is an independent, nonprofit school serving grades six through twelve. The school was started in the fall of 2004 by a dynamic husband and wife team, Jason Berv and Sumaya Abu- Haidar. While in graduate school, Jason began to formulate his ideas for a school that fostered children’s natural tendencies for curiosity and where students would be respected, feel safe to take risks and truly be engaged in their own learning. Both Jason and Sumaya had a multitude of ideas, spent numerous hours speaking to their closest friends and advisors, lost countless nights of sleep and sought funding for their school for two years. They gathered research to back up their findings and beliefs that the method of learning employed at Watershed, especially for the middle and high-school age child, is far more effective than current industrial models of education. Watershed’s method emphasizes real world learning through an experiential, interdisciplinary, and project-based curriculum based on first hand exploration of current issues in the community and around the globe. To do this students are often found off campus, across town, or the country, or the world to learn “in the field.” Since its founding, Watershed School has seen many leadership transitions, not only in the head of school position, but in the board of trustee leadership as well. Leadership transitions can happen as an organization goes through growing pains. In its eleventh year, a fourth head of school was hired to provide inspirational leadership and help articulate an updated vision for the school and its future. This desire to shepherd Watershed into the future brings about the need to systematize many policies and procedures. At this stage in Watershed’s lifecycle, the 7
  • 8. WATERSHED SCHOOL GOVERNANCE organization is growing and therefore has more financial needs. Leadership transitions, a move from a one-year strategic plan model to a three-year model, and entering the first year of accreditation with the Association of Colorado Independent Schools (ACIS), also point to a need for the employment of best practices in governance. A Board of Trustees is the leader of a nonprofit organization and holds the entity in trust. Governance refers to the board’s roles and responsibilities to sustain the organization into the future. Governance steers an organization on the right path by having practices, policies and procedures in place. The purpose of this paper is to explore best practices in governance and make recommendations to the board of trustees at Watershed School for a governance plan to be implemented at the beginning of the 2015-2016 school year. The author of this paper is a student in the Regis University Masters of Nonprofit management program, for which this Professional Project will partially fulfill her requirements for graduation. Throughout this paper, this student will refer to herself as “this project researcher.” Literature Review This section will discuss governance in the nonprofit sector by examining research focused on best practices in independent schools within the nonprofit sector and the reasons governance is essential for an independent school. In examining governance in the nonprofit sector, it is essential to define governance first. After defining governance, the next task will be to define governance in a nonprofit context and discuss its importance in the sector. As a way to illustrate good governance it is often helpful to examine what “bad” governance looks like. To do this, this project researcher will examine two cases in the nonprofit world. The next and final section will turn attention to independent school governance and show why good governance is essential to Watershed School. 8
  • 9. WATERSHED SCHOOL GOVERNANCE Governance defined Governance is a vague word to many people and most often those who should be most familiar with its meaning are those who cannot define it. Every board of trustee should know what governance means, what good governance is and whose responsibility it is to employ it. For the purposes of this paper, this project researcher will use the definition found in Helmut K. Anheier’s book, Nonprofit Organizations: Theory, Management, Policy, “governance is the system by which organizations are directed and controlled.” Put another way, Anheier states, “governance involves the responsibility for the organization’s performance and direction” (Anheier, 2005). Organizations need this governance system in order to hold themselves accountable to their mission. As the governing body of a nonprofit organization, the board is the center of this governance function and therefore the ones who must ensure the system is working properly. The word governance has been defined, but why is it necessary to practice good governance? To examine this it is helpful to start in the corporate sector. In 2001, large corporate companies like Enron, WorldCom and Tyco were found guilty of massive accounting scandals that cost shareholders and Wall Street, billions of dollars and cost people their jobs and livelihood. As a result of the corporate scandals, the Sarbanes-Oxley Act of 2002 became law on July 30, 2002. It requires corporations to adhere to “significant new governance standards that broaden board members roles in overseeing financial transactions and auditing procedures” (Boardsource, 2006). While this act affects only publicly traded companies, it served as a wake- up call in all three sectors to review oversight processes and procedures. This act ensured that well-organized and systematic procedures were put into place to reduce mistakes. While the Sarbanes-Oxley Act does not directly apply to nonprofits, two 9
  • 10. WATERSHED SCHOOL GOVERNANCE requirements within the act do apply. The first is whistleblower protection and the second is document destruction. In the nonprofit sector however, the Sarbanes-Oxley Act signifies more than just these two provisions. It has served as a reminder to organizations to put checks and balances in place to prevent fraudulent activity or unethical behavior. It promotes transparency and accountability at the top level of an organization to ensure that at all levels the organization is carrying out its mission. More importantly, if an organization is carrying out its mission, it is fulfilling its role in society by serving its constituents. If these checks and balances were not in place, damage would be done. In the corporate sector, Enron, Tyco and Woldcomm demonstrated damage done to its constituents or shareholders. In the nonprofit sector, damage is done to stakeholders. According to Anheier (2005), “stakeholders are the people or organizations that have a real, assumed, or imagined stake in the organization, its performance and sustainability” (p. 227). Stakeholders can be: ▪ Members ▪ Trustees/Board of directors ▪ Employers ▪ Volunteers ▪ Clients ▪ Users ▪ Customers ▪ Funders/donors ▪ Contractors ▪ Government ▪ Oversight agencies 10
  • 11. WATERSHED SCHOOL GOVERNANCE ▪ Community groups or the community at large ▪ Watchdog organizations Non-profit governance defined As demonstrated, governance in the nonprofit sector has followed the lead from the corporate world and is about: (a) ensuring that the organization has a clear mission and strategy, (b) ensuring that the organization is well-managed, and (c) giving guidance on the overall allocation of resources (Hudson, 2009). In the nonprofit sector, the board, especially in the independent school world, is often referred to as the board of trustees. The board is trusted with upholding the mission of the organization by following best practices in governance. While best practices in governance will be discussed later in this paper in more detail, an overall picture for nonprofits is presented using two ideas: The first is The Three D’s in board governance, which are found throughout the nonprofit literature when discussing the duties of a board. The Three D’s are ➢ Duty of Care: duty to participate in organizational planning, decision-making and make sound, informed decisions; ➢ Duty of Loyalty: duty to put the interest of the organization before any personal or professional interest. Avoid conflicts of interest; and ➢ Duty of Obedience: duty to ensure that the organization complies with all applicable federal, state and local laws and regulations, and that the organization remains committed to its mission (Ormstedt, 2012, p.16). Every board member and the board as a whole should understand the three D’s and know how 11
  • 12. WATERSHED SCHOOL GOVERNANCE their roles on the board fit into the larger picture; upholding the mission. They should be knowledgeable, preferably before they commit to board service, of any tasks, responsibilities and potential conflicts of interest they may have. An annual review of both the Head of School (HOS), individual trustees and the board as a whole will serve as a check and balance system to ensure adherence to the Three D’s. Another way to illustrate good governance is through this graphic by the National Council of Nonprofits (National Council of Nonprofits, 2015). 12
  • 13. WATERSHED SCHOOL GOVERNANCE This graphic illustrates the components that make up good governance. Practicing good governance does not happen as a result of board membership; it is an ideal to strive for, for every member of the board. It is a set of standards, as illustrated by the smaller outside circles, by which each board member should act. It is also how the board as a whole should present itself both internally to the school community and externally to the larger community. Examples of bad governance The above graphic illustrates good governance and as will be shown later in this project, good governance will steer Watershed school on the right path towards fulfilling its mission. 13
  • 14. WATERSHED SCHOOL GOVERNANCE Without good governance, the exact same scenarios that took place in 2001 at Enron, WorldCom and Tyco, could happen to any nonprofit organization. In fact, even with the poor examples set by those corporations and the enactment of Sarbanes-Oxley, nonprofits have fallen victim to poor oversight. Just recently in the news, the Federal Trade Commission (FTC), plus 58 law enforcement agencies from all 50 states and the District of Columbia, filed a lawsuit against James T. Reynolds Sr. and four cancer charities that fall under the Cancer Fund of America, which he started in 1987. The FTC called each of these groups, “sham charities” and charged them with deceiving donors, misusing millions of dollars in donations, falsifying financial documents, reporting inflated revenues and overvaluing gift donations (Ruiz, 2015). In a press release on the FTC’s website, South Carolina Secretary of State Mark Hammond said, “When charities lie to donors, it is our duty to step in to protect them. At the same time, however, this historic action should remind everyone to be vigilant when giving to charity. This case is an unfortunate example of why I always tell my constituents to give from the heart, but give smart” (Federal Trade Commission, 2015). From this example, it should be clear that consumers be vigilant in giving money to anyone, but the checks and balances should have been at the top, from the leadership. It is easy in these situations to blame one person, but the fault lies in the board of directors for not practicing good governance. Another example comes from this project researcher’s personal experience with a nonprofit in Kansas City, Missouri. In 1991, two women started a nonprofit called Women’s 12- Step Recovery, Inc. Under that name, a house in an historic part of Kansas City was purchased for the purpose of creating a transitional living home for women in recovery, the first of its kind in Kansas City. The founding “mothers,” believed that this home needed to be comfortable, beautiful and welcoming for the women in recovery. A beautiful home would demonstrate to the 14
  • 15. WATERSHED SCHOOL GOVERNANCE women their own worth and beauty. The founding women dedicated their lives to making this home beautiful; donating antique furniture of their own, purchasing old furniture at garage and estate sales and personally modernizing and beautifying it. They asked friends and family for financial and in-kind donations and secured the help of several banks in the area. They were so successful that soon they set their sights on an empty lot next door for the purpose of designing and building a home for women and children. In 2002, their vision became reality and the second home was opened. In 2004, one of the founding mothers of the organization died. With her death, much of the momentum was lost and the organization floundered for a few years, going through a leadership transition that was ultimately unhealthy for the organization. In 2010, the Executive Director (ED) informed the board that the doors were going to close because the bills could not be paid. The board soon found out that the ED had been paying bills with his personal credit card, as well as using donor designated funds to pay operating expenses. The historic home housing the women had already shut down because it had become unsafe for occupancy. These problems were a direct result of the lack of governance. This board was not upholding their duties of care, loyalty and obedience and did not see the executive director’s actions until it was too late. Independent school governance. Schools exist to educate our children for the future, but how this is accomplished differs by the type and educational model of the school. Independent schools are unique for many reasons, but probably their most hidden role and asset is that they are in the “business” of relationships. Lee Quinby, the executive director of the Association of Colorado Independent Schools (ACIS) points out, “the ‘product’ sold by independent schools includes the quality of relationships that families experience and the core values that mediate those relationships” 15
  • 16. WATERSHED SCHOOL GOVERNANCE (Quinby, 2015). Those relationships are often what bring families to an independent school. Independent schools offer a close knit community, smaller teacher to student ratios and many offer alternative educational styles and philosophies, which further attract families. Independent schools are in the “business” of relationships and they strive to carefully nurture and maintain those relationships. Their “consumers” are paying tuition for their services, and this often makes the consumer more invested in their “purchase.” As the leadership of the school, the board must be vigilant about the financial health of the institution. This project researcher would argue that independent schools exist because they offer a unique set of qualities that differ from traditional public schools. Patrick F. Bassett, president of the National Association of Independent Schools (NAIS) from August 2001 through June 2013 explained it in this way, “independent schools are unique because they are independent in governance and finance. This independence allows our schools four vital freedoms; ▪ To define mission (and revise or refine it on occasion); ▪ To admit only those students our mission dictates we should serve; ▪ To establish our own expectations for credentials and performance of teachers; and ▪ To teach the truth, as we see it (ie. Giving teachers the freedom to choose their own “relevant” curriculum and texts) (Bassett, 2012). These freedoms mean that independent schools can cover a wide range of curriculums and educational philosophies. Some offer a “rigorous, college preparatory” environment and others have high quality sports programs. Some schools are able to offer a more focused arts curriculum or offer outdoor leadership skills. Some schools focus on a specific educational philosophy, such as Montessori or Waldorf. Some schools, like Watershed School in Boulder offer a curriculum uniquely its own. This uniqueness sets Watershed apart from the public and 16
  • 17. WATERSHED SCHOOL GOVERNANCE independent schools in the area. This uniqueness must be protected. As has been demonstrated thus far, the board of trustees of an independent school, like their nonprofit counterparts in other fields, must protect and uphold the organization’s mission. In order to do this and ensure the public’s trust in the institution, good governance practices must be adopted. In the nonprofit literature, good governance practices are mentioned, but is there a succinct list of those practices in the literature? Is one resource better than another? To answer these questions, this project researcher turns to Boardsource and NAIS. Both organizations lead the way for governance best practices. Boardsource is the nonprofit sector’s resource for everything related to a governing board. NAIS is a national organization that offers multiple resources as it relates to the world of independent schools. Both organizations offer guidance on what constitute best practices in governance. Boardsource offers boards a quick guide to governance in the Ten Basic Responsibilities of Nonprofit Boards (see Appendix A). NAIS offers an overview of their Principles of Good Practice for board of trustees and for trustees themselves and is laid out in the Trustee Handbook (see Appendix B). This project is designed to use both lists as key references in creating a governance plan for Watershed. Used as guidelines, the Boardsource and NAIS practices serve as a checklist for nonprofit boards to ensure adherence to their fiduciary responsibility and the organization’s mission. The importance of good governance has been discussed, both in the nonprofit world as a whole, but also in the independent school world. The next section of this project will layout the recommended governance plan for Watershed. The plan will include the necessary components of recommended best practices in governance and discuss how this matches strategic alignment and will further Watershed’s mission. The Plan 17
  • 18. WATERSHED SCHOOL GOVERNANCE “Good governance is like a recipe. It requires the right mix of ingredients for it to work and you can help your board master the recipe with the right resources” (National Council of Nonprofits, 2015). The following is an outline of the governance plan that will be recommended to the Watershed board of trustees at their first meeting of the 2015-2016 school year: 1. Recruitment of potential trustees a) Board profile grid and board matrix b) Job descriptions c) Cultivation 2. Appointment of new trustees a) Orientation b) Board manual 3. Training and Professional development of trustees a) Seminars/workshops/conferences b) Evaluations – Head of School (HOS) and Board This plan is based on the strategic goals for the governance committee as written in the new three-year strategic plan for Watershed. In the strategic plan under board development it states, “build clear, transparent processes for evaluation, onboarding, recruitment and decision- making” (Watershed 2015-2018 Strategic Plan, May 2015). Each of the items in the governance plan will be explained in detail in the following section. Recruitment Board Profile Grid and Board Matrix The two most important aspects of a governance plan are the recruitment of new trustees 18
  • 19. WATERSHED SCHOOL GOVERNANCE and the annual evaluations of the board. Without these two crucial elements, there is no need for the rest of the plan. Carefully planned and executed recruitment of a trustee will eliminate many of the ambiguities that can arise during a trustee’s tenure. Evaluations will determine the trustee’s current investment on the board. A potential trustee should have been well vetted by the governance committee and any potential issues addressed. A good governance plan will have procedures in place to educate the entire board on their part in suggesting potential trustees. Having both a board profile grid and board matrix (See Appendix C and D for samples) will assist in this process. Boardsource and NAIS offer sample materials. Both sample materials have been adapted for use by Watershed School. A carefully constructed board profile grid will identify the current make-up and skill sets of each board member. These skill sets can be measured against the board goals as laid out in the strategic plan. Any missing skill sets can be matched with potential trustees on the board matrix. These tools offer a visual illustration of where there are holes on the board; diversity, skill set, profession, access to money, etc. It is easier to see the gaps that need to be filled when a board knows what they already have in place. For example, a three-year strategic plan may include a capital campaign to purchase land to build a new location in two years. Therefore, it is helpful to identify potential trustee qualities on the board matrix. Using this example, it would be beneficial for the board to find new trustees with the following knowledge and skill sets: (a) real estate background; (b) capital campaign experience; (c) architecture background; (d) knowledge of city and county rules; and most importantly (e) access to large sums of money. There is a saying in the independent school world that aptly applies to boards and fundraising, “Give, get or get off,” meaning that a trustee of the board gives money or they find someone else who can. If neither are the case, they should resign from the board. This can be especially true during capital campaigns because large sums of 19
  • 20. WATERSHED SCHOOL GOVERNANCE money are crucial to the campaign’s success. Job Descriptions Another helpful tool in recruiting potential new trustees is the trustee job description. This document should be detailed enough for potential trustees to quickly understand their responsibilities and expectations. Boardsource suggests developing a one to two page job description that suits the organization at this point in its life cycle (Boardsource, 2007). Watershed is approaching its twelfth year and has different criteria for board members now than it did in its infancy. This project researcher suggests having a general board of trustee job description, a job description for officer positions (president/chair, vice-president/vice-chair, secretary and treasurer) and one for committees. An example of a general trustee job description is given in Appendix E and a committee job description is given in Appendix F. A job description will set expectations for a potential new trustee. If it is not the right time or the right fit, it is best to know before a person makes a commitment to the board. If the right tools are in place at the onset of this board building process, good governance will become institutionalized and these processes will only need slight revisions as the needs of the school change. Cultivation After the board has identified its current make-up, pinpointed the skill sets, diverse qualities and needs of new trustees and developed concise board job descriptions, it is time to cultivate these potential trustees. Like fund-raising, building a board is about developing relationships. The benefit is that every current board member has a network of relationships, such that the pool of candidates is vast. With the proper tools in place however, the candidate pool can be narrowed down. The person who has the relationship with the candidate can approach him or her at this point and begin to discuss board service. Initially, this contact will be 20
  • 21. WATERSHED SCHOOL GOVERNANCE to understand his or her interest and give them information about the school, board roles and responsibilities. If the candidate expresses a keen interest, it is at this time that the board requests the candidate submit a one to two page resume. After which, the board chair, HOS and governance committee chair conduct an interview with the candidate. The interview is an opportunity to discuss in more detail, the roles, responsibilities, and expectations of trustees and to answer any questions the candidate may have about board service. The individuals who conducted the interview will make a recommendation of service to the full board. The full board can ask the interviewers questions and clarify that this candidate matches the criteria needed for the board. The board will discuss the candidate and if interested put a motion forward to elect this candidate to the board. Often a person will be interested, but is perhaps not ready for full board level commitment or the board will decide to vet the candidate for a period of time before asking them to join the board. In these situations, committee work is a great entry-level job before board service. Appointment Orientation The orientation of new board members is an important part of the governance process. Orientation should be organized and guided by the governance committee. It is recommended to have other key board members, such as the chair and committee heads available to discuss their roles and responsibilities. It is during the orientation where new members will learn more about the organization; its mission, history, staff members, officers of the board, committees and duties, board meeting schedule and attendance requirements and how to get started. Ideally, a board will have welcomed several new board members at the same time and one orientation can take place so that information will not need to be repeated. An orientation should be an annual 21
  • 22. WATERSHED SCHOOL GOVERNANCE event as retiring board members cycle off and new members are on-boarded. The role of the governance committee is crucial in on-boarding new members. Not only is this committee the face of the governance functions of the board, they set the tone on how trustees see and understand their role on the board and their part in the overall strategic picture of the school. Boardsource provides a helpful tool to use when orienting new trustees. See Appendix G – New Board Member Orientation Checklist. This tool is particularly helpful for two reasons. First it helps assign tasks to various members of the board so that on-boarding new members does not fall on a single person. Second, it provides a short checklist of items that should have been covered prior to the election of a new candidate. This simple task acts as a checks and balance system for good governance. Board manual The board manual for new trustees serves as their own personal encyclopedia during their tenure on the board. Governance resources such as Boardsource or NAIS for independent schools vary on their recommendations for what should be included in a board manual. There are a few key elements that should be included in every nonprofit board members handbook, such as by-laws, articles of incorporation, mission and vision statements, history and background of the organization, board job and committee descriptions and any contracts. After that, it will vary by type of organization. For the purposes of this project, this project researcher has chosen the board manual recommendations from NAIS. See Appendix H for Board Manual Contents. Training and Professional Development Developing a board is an on-going process and critical for keeping members up to date on governance policies and what is happening in the independent school world. The world changes fast and trends in education seem to emerge with the start of every school year. 22
  • 23. WATERSHED SCHOOL GOVERNANCE Technology allows for instant access to a wealth of materials via web sites, e-readers, and even newspaper articles on our phones. An example of one such resource, Independent School magazine, can be purchased both in print and online. Additionally, Boardsource offers a multitude of downloadable manuals and resources on every nonprofit topic from governance to fundraising to reading the financial statements of the organization. Boardsource also offers a set of webinars such as, Webinar 101: The Ultimate Board Meeting Experience: Process, Engagement, and Productivity. They offer webinars for certifications as well, such as: Certificate of Nonprofit Board Education, Leadership Certificate for Nonprofit Board Chairs and Certificate of Nonprofit Board Leadership for Board Officers. NAIS also has many resources for heads of schools, trustees, staff, parents and alumnae on its website. Watershed is in its first year of accreditation by the Association of Colorado Independent Schools (ACIS). ACIS is a regional affiliate to NAIS and therefore any school in its network has access to these resources. These resources are often free of charge and can be accessed independently of any membership. Once downloaded as a PDF file, they can be shared with an organization’s board of trustees for reference. It is beneficial for the governance committee to periodically search these sites for new information and make it available to all board members. However, it is the project researchers belief that the best way for trustees to continue in their board development is to be given articles to read on timely topics prior to each board meeting, commit to watching one webinar a year and attend any local workshops given by area schools or organizations. Seminars/Conferences/Board workshops Local workshops, seminars or conferences are great opportunities for board members to gain more knowledge and are often not well known to trustees. It is the duty of the governance committee, board chair and HOS to inform board members of such opportunities. Often the 23
  • 24. WATERSHED SCHOOL GOVERNANCE school or organization will pay for trustees to attend such events because it is of such benefit to the school. Some schools will budget annually for trustee professional development. If this is not the case, this project researcher believes it is part of a trustee’s duty to pay for and attend at least one trustee development seminar or workshop per year. An example of this type of conference is the Association of Colorado Independent Schools (ACIS) Trustee & Head of School Conference held in Vail, Colorado annually in October. Often schools will use this time as their annual board retreat, where the HOS and trustees can connect on a more meaningful level and further the governance function of the board. Evaluations A key element in good governance and to the professional development of any board member is the evaluation process. Both Boardsource and NAIS offer resources to help in this area by providing sample assessments in their books and online. See Appendix I for a sample board self-evaluation and Appendix J for a full board evaluation. “No individual or organization develops excellence without setting standards and submitting to some measure of accountability. Evaluations of staff performance, for instance, are usually done annually. Board members should be no exception. If they are committed to good governance, board members will create a climate in which an evaluation process is seen as a natural way to improve how the board functions” (Boardsource, 2007, p.131). The evaluation process allows individual board members to look inward and check in on their level of commitment to the board. If they find that their involvement is lacking, perhaps it is time to step up their involvement or resign from the board. In addition to the individual self- evaluations, the board also conducts a full board evaluation. “The full board, acting as a unified body, has a responsibility for ethical, moral, and fiduciary 24
  • 25. WATERSHED SCHOOL GOVERNANCE oversight that is greater than the individual board members responsibilities. Even when board members have engaged in a self-evaluation process as individuals, they still need to look at the board’s functioning as a whole” (Boardsource, 2007, p.134). Boardsource suggests the following important reasons to conduct a full board evaluation  A nonprofit organization, in the long run, is no better than its board. It is in everyone’s interest to help the board function as effectively as it possibly can;  Individual board members become frustrated when they perceive that the overall board is dysfunctional in key areas;  Staff morale suffers when the board doesn’t seem cohesive, efficient or productive;  When the board can address its own needs honestly, it sends the right message to staff members; and  Finally, an effective board addresses issues, keeps the mission clear, uses funds wisely, and makes board meetings enjoyable (Boardsource, 2007, p.134-135). NAIS recommends the evaluation of the Head of School (HOS) annually. “Goals and evaluation are the central measure of the head and board’s work – too important to leave to chance, anecdotal reporting, or last minute planning. Open-ended, 11th -hour evaluations that are not based on previously set goals are unfair to the head and to the school, and such evaluations are unlikely to advance the school’s mission” (DeKuyper, 2007, p.130). In fact, in order for Watershed to be accredited by ACIS, it must conduct this annual evaluation. At the start of the 2014-2015 school year, Watershed’s new head of school wrote a list of goals based on the strategic plan set forth the previous year. The measurement of these goals were the basis for the head of school survey this year. The survey was adapted for Watershed by the governance 25
  • 26. WATERSHED SCHOOL GOVERNANCE committee from an ACIS accredited independent school in Denver. The governance committee asked for feedback on this particular measurement tool to see what, if any, revisions need to be made for the following year. See Apendix K for the 2014-2015 Watershed HOS survey. Implementation The next step is to share this plan with the head of school and the board of trustees at Watershed. It is important that every trustee know the importance of good governance and how he or she fits into the governance plan for Watershed. The timeline for implementation is as follows: Date: Action: By whom: May/June 2015 The first evaluations went out to the board and key constituents. Governance Committee August 28, 2015 1st board meeting of the 2015- 2016 school year and introduction of full governance plan. Full board and governance committee September – November 2015 Work on new board manual and begin recruitment steps for new trustees. Governance committee January – March 2016 Write orientation. Governance committee, board chair and HOS April 2016 Suggest new trustees for the board based on cultivation techniques Full board May 2016 Annual board strategic retreat: Vote in new trustees, set governance goals for 2016- 2017 that are aligned to strategic goals. Full board May/June 2016 Annual HOS, board and individual board self- assessment tools. Governance committee 26
  • 27. WATERSHED SCHOOL GOVERNANCE 2016-2017 Fully operational governance plan. Full board Conclusion Good governance does not happen overnight; it is a carefully thought out and constructed process. Every organization in each sector would be served well by incorporating best practices in governance. Employing good governance allows an organization to exist into the future to serve its constituents, whether that is through a product sale, enjoying a national park or serving its mission. Watershed’s mission is to educate children grades six through twelve by sparking adventure and wonder, fostering inquiry and community, building character and the ability of students to take on the world’s greatest challenges. This cannot be done without a governance plan to hold the school leadership accountable for its every action. A well-constructed plan will ensure that Watershed’s board holds the organization in trust by: (a) ensuring that resources are available now and for the future; (b) annually reviewing the HOS and board; (c) thoughtfully recruiting, on-boarding and developing trustees; and (d) always being an ambassador to the 27
  • 28. WATERSHED SCHOOL GOVERNANCE school. References Anderson, J. (2010, September 21). The face of private-school growth, familiar-looking but profit-making. NY Times. Anheier, H. K. (2005). Nonprofit organizations: Theory, management, polics. New York, NY: Routledge. Axelrod, N. R. (2004). Advisory councils: Book five of the boardsource committee series. Washington DC: Boardsource. Baptiste, G. (2012, October). Building and sustaining a siverse, inclusive, and equitable independent school community. Washington DC. Bassett, P. F. (2012). Trusteeship 101: How schools work. Near east south Asia council of overseas schools: fall leadership conference. NAIS. Boardsource and Independent Sector. (2006). The Sarbanes-Oxley act and implications for nonprofit organizations. Boardsource and Independent Sector. Boardsource. (2010). Assessing and supporting your chief executive. Washington D.C.: Boardsource. Boardsource. (2007). The nonprofit board answer book: A practical guide for board 28
  • 29. WATERSHED SCHOOL GOVERNANCE members and chief executives (2nd ed.). San Francisco, CA: John Wiley & Sons, Inc. Bobowick, M. J., Hughes, S. R., & Lakey, B. M. (2003). Transforming board structure: Strategies for committees and task forces (2nd ed.). Washington DC: Boardsource. Bryson, J. M. (2011). Strategic planning for public and nonprofit organizations: A guide to strengthening and sustaining organizational achievement (4th ed.). San Francisco, CA: Jossey-Bass. Chait, R. P., Ryan, W. P., & Taylor, B. E. (2005). Governance as leadership: Reframing the work of nonprofit boards. Hoboken, NJ: John Wiley & Sons, Inc. Chen, G. (2015, March 3). Retrieved from Public School Review: http://www.publicschoolreview.com/blog/10-major-challenges-facing-public- schools. Colorado Nonprofit Association. (2011). Principles & Practices for Nonprofit Excellence in Colorado (2nd ed.). Denver, CO: Colorado Nonprofit Association. Custom Insight. (n.d.). 360 degree feedback . Retrieved 8 24, 2014, from Custom Insight: Focal 360: http://www.custominsight.com/360-degree-feedback/what-is-360- degree-feedback.asp. DeKuyper, M. H. (2007). Trustee handbook: A guide to effective governance for independent school boards (9th ed.). Washington DC: NAIS. ESEA. (2010). Blueprint for reform . US Government, US Department of Education, Office of Planning, Evaluation and Policy Development. Washington DC: US Government. Grace, K. S. (2009). The Ultimate board member's book. Medfield, MA: Emerson & Church. Grant Space. (n.d.). grantspace.org. Retrieved May 10, 2015, from Grant Space: A Service of the Foundation Center: http://grantspace.org/tools/knowledge-base/Nonprofit- Management/Accountability/legal-duties-of-the-nonprofit-board. Hall, P. D. (1992). Inventing the nonprofit sector and other essays on philanthropy, voluntarism and nonprofit organizations. Baltimore, MD: The Johns Hopkins University Press. Hudson, M. (2003). Managing at the leading edge: New challenges in managing nonprofit organisations. London: Directory of Social Change. Hudson, M. (2009). Managing without profit: Leadership, management and governance of third sector organisations (3rd ed.). London: Penguin. Independent Sector . (2004). Statement of values and code of ethics for nonprofit and 29
  • 30. WATERSHED SCHOOL GOVERNANCE philanthropic organizations. Independent Sector, Independent Sector Ethics and Accountability Committee. Independent Sector. Independent Sector. (2015). Principles for good governance and ethical practice: A guide for charities and foundations. Washington DC: Independent Sector. Ingram, R. T. (2008). Ten basic responsibilities of nonprofit boards (2nd ed.). Washington DC: Boardsource. Kenned, R. (2014, September 7). For profit versus not for profit schools. Private School Review. Lakey, B. M., Hughes, S. R., & Flynn, O. (2004). Governance commitee: Book one of the boardsource committee series. Washington DC: Boardsource. Laughlin, F. L., & Andringa, R. C. (2007). Good governance for nonprofits: Developing principles and policies for an effective board. NY: AMACOM. Levy, R. (2015). They told me not to take that job. New York, NY: Public Affairs. Light, M. (2004). Executive committee: Book two of the boardsource committee series. Washington DC: Boardsource. Male, R. (2009). Life cycles of nonprofit organizations. Denver, CO: Richard Male & Associates. Masaoka, J. (2011). The nonprofit's guide to human resources: Managing your employees & volunteers (1st ed.). Berkeley, CA: NOLO. McLaughlin, T. A. (2004). Financial committees: Book three of the boardsource committee series. Washington Dc: Boardsource. Mize, J. W. (2005). The 8 principles of effective governance: A handbook for directors of nonprofit organizations. Salina, KS: John W. Mize. Mott PhD., W. R. (2014). Super boards: How inspired governance transforms your organization. Gallatin, TN: Dan Wright Publisher Services LLC. Mott, PhD, W. R. (2012). The board game: A story of hope and inspiration for CEO's and governing boards. The Board Game, LLC. National Council of Nonprofits. (2015). Good governance policies. Retrieved from National Council of Nonprofits: https://www.councilofnonprofits.org/tools-resources/good- governance-policies-nonprofits O'Neill, M. (2002). Nonprofit nation: A new look at the third America (2nd ed.). San Francisco, CA: John Wiley & Sons, Inc. 30
  • 31. WATERSHED SCHOOL GOVERNANCE Pynes, J. E. (2013). Human resources management for public and nonprofit organizations: A strategic approach . San Francisco, CA: Jossey-Bass. Quinby, L. (2015, Spring). Changing horses in midstream: The dangers of unplanned head transitions. Independent School magazine , 74 (3). Tempel, E. R. (2004). Development committee: Book four of the boardsource committee series. Washington DC: Boardsource. The Foundation Center. (2015). Knowledge base: Developing a board. Retrieved from Grant Space: http://grantspace.org/tools/knowledge-base/Nonprofit- Management/Establishment/developing-a-nonprofit-board The Foundation Center. (2015). Knowledge base: Fundraising. Retrieved from Grant Space: http://grantspace.org/tools/knowledge-base/Nonprofit-Management/Boards/boards-and- fundraising. The NonProfit Times. (2013, May 20). Yes, you can fire a volunteer. The NonProfit Times. The Urban Institute. (2007). The nonprofit sector in brief: Facts and figures from the nonprofit almanac 2007. The Urban Institute. Washington DC: The Urban Institute. 31
  • 32. Appendix A Boardsource: Ten Basic Responsibilities of Nonprofit Boards 1) Determine mission and purposes. 2) Select the chief executive. 3) Support and evaluate the chief executive. 4) Ensure effective planning. 5) Monitor and strengthen programs and services. 6) Ensure adequate financial resources. 7) Protect assets and provide financial oversight. 8) Build a competent board. 9) Ensure legal and ethical integrity. 10) Enhance the organization’s public standing. Ingram, R.T. (2009). Ten Basic Responsibilities of Nonprofit Boards. Washington D.C.: Boardsource.
  • 33. Appendix B NAIS: Principles of Good Practice NAIS Principles of Good Practice for Boards 1) The board adopts a clear statement of the school’s mission, vision, and strategic goals and establishes policies and plans consistent with this statement. As a trustee, you understand and support the mission, articulate it wherever you are, and use it as a guidepost for making board decisions. You ensure that integrity is a hallmark of the school for which you are a fiduciary. 2) The board reviews and maintains appropriate bylaws that conform to legal requirements, including duties of loyalty, obedience, and care. As a trustee, you understand the bylaws and your fiduciary duties and seek to be an effective participant in board deliberations, helping to keep board discussions at the policy level. 3) The board assures that the school and the board operates in compliance with applicable laws and regulations, minimizing exposure to legal action. The board creates a conflict- of-interest policy that is reviewed with, and signed by, individual trustees annually. As a trustee, you disclose your conflict of interest. You also make sure that the appropriate risk-management policies are in place and that you are vigilant in assessing potential risk. 4) The board accepts accountability for both the financial stability and the financial Future of the institution, engaging in strategic financial planning, assuming primary responsibility for the preservation of capital assets and endowments, overseeing operating budgets, and participating actively in fund raising.
  • 34. As a trustee, you understand the finances of the school, actively participate in board discussions, and ensure that the necessary financial policies are in place. 5) The board selects, supports, nurtures, evaluates, and sets appropriate compensation for the head of school. As a trustee, you are committed to keeping the board’s relationship with the head a dynamic and positive one. This includes participating in the head’s evaluation as appropriate and supporting the head’s personal development to help him or her become even more effective. 6) The board recognizes that its primary work and focus are long-range and strategic. As a trustee, you focus on those issues that ensure that the school will thrive in the future. 7) The board undertakes formal strategic planning on a periodic basis, sets annual goals related to the plan, and conducts annual written evaluations for the school, the head of school, and the board itself. As a trustee, you enthusiastically promote a culture of evaluation and participate in all appropriate evaluations. 8) The board keeps full and accurate records of its meetings, committees, and policies and communicates its decisions widely, while keeping its deliberations confidential. As a trustee, you make sure that all minutes and reports are sent to you before each board meeting. You review them thoroughly and prepare to ask questions and discuss the issues presented at the meeting. You keep all deliberations in confidence until they become public; then you actively support them. 9) Board composition reflects the strategic expertise, resources, and perspectives (past, present, future) needed to achieve the mission and strategic objectives of the school.
  • 35. As a trustee, you are ever on the watch for potential trustees and bring them to the attention of the committee on trustees. 10) The board works to ensure that all its members are actively involved in the work of the board and its committees. As a trustee, you are an active member of at least one committee or task force. You work to ensure that the board focuses on its own agenda and is organized to do so. 11) As leader of the school community, the board engages proactively with the head of school in cultivating and maintaining good relations with school constituents as well as the broader community and exhibits best practices relevant to equity and justice. As a trustee, you work with your fellow board members and the head to make connections with the school community and, beyond that, further the school’s mission, program and policies. You ensure that the board lives out a strong commitment to equity and justice in all that you do and say. Principles for Trustees: 1) A trustee actively supports and promotes the school’s mission, vision, strategic goals, and policy positions. As a trustee, you are enthusiastic about the school – it’s mission, head, faculty, students, and curriculum – knowing that such enthusiasm can be very contagious. 2) A trustee is knowledgeable about the school’s mission and goals, including its commitment to equity and justice, and represents them appropriately and accurately within the community. As a trustee, you serve as an informed, active school advocate. 3) A trustee stays fully informed about current operations and issues by attending
  • 36. meetings regularly, coming to meetings well prepared, and participating fully in all matters. As a trustee, you plan to attend every board meeting and do so unless there is a real emergency. You prepare in advance, participate fully in the discussions, and facilitate the board’s ability to make decisions. 4) The board sets policy and focuses on long-range and strategic issues. An individual trustee does not become involved directly in specific management, personnel, or curricular issues. As a trustee, you keep you eye on the big picture and enable the head to run the school. 5) A trustee takes care to separate the interests of the school from the specific needs of a particular child or constituency. As a trustee, you bring your experience with you to the board table, and you serve as a trustee for the whole school community. 6) A trustee accepts and supports board decisions. Once a decision has been made, the board speaks with one voice. As a trustee, you speak up during board discussions but support the will of the majority within the board and publicly. 7) A trustee keeps all board deliberations confidential. As a trustee, you speak with candor during board deliberations but keep such discussions, and the views of other trustees, in confidence. 8) A trustee guards against conflict of interest, whether personal or business-related. As a trustee, you disclose any conflicts of interest and do not participate in or vote on any actions from which you might receive personal benefit.
  • 37. 9) A trustee has the responsibility to support the school and its head and to demonstrate that support within the community. As a trustee, you must ask questions about major issues and participate in appropriate decisions. You respect and fulfill your private, confidential duties as a trustee to question, to think out loud, and even criticize if appropriate. But you also respect your public role as a trustee to serve as an advocate, defender, and, if necessary conduit (but not supporter) of dissent. 10) Authority is vested in the board as a whole. A trustee who learns of an issue of importance to the school has the obligation to bring it to the head of school, or to the board chair, and must refrain from responding to the situation individually. As a trustee, you are polite to those who contact you with a concern but firm in adhering to your trustee role. You refer the person to the head of school or the board chair, whoever is most appropriate. 11) A trustee contributes to the development program of the school, including strategic planning for development financial support, and active involvement in annual and capital giving. As a trustee, you will give and get – cheerfully!!! 12) Each trustee, not just the treasurer and finance committee, has fiduciary responsibility to the school for sound financial management. As a trustee, if you do not understand the finances of the school, you will seek to be educated on financial matters and actively participate in board financial discussions.
  • 38. Appendix C Sample Board Profile Grid NAME: 1 2 3 4 4 6 SEX: male female AGE: 21-35 36-50 51-65 Over 65 RACE/ETHNICITY African American American Indian Alaskan Native Asian/Pacific Islander Caucasian Latina/o Other PROFESSION: Arts Banking Business owner Civil service Entrepreneur Corporate Finance Law Human relations Non-profit Media Medicine Religion Politics Homemaker Student Other AREA OF EXPERTISE: Nonprofit governance
  • 39. Administration Social media Education Facilities management Financial management Fund raising Event planning Legal services Media/PR IT Strategic planning Outdoor leadership HR Community building Real estate CONSTITUENCY: WS Parent Non WS parent WS Alum WS Grandparent WS past parent ADD’L CHARACTERISTICS: Ability to raise funds Ability to raise image Ability to raise enrollment
  • 40. Appendix D Sample Board Matrix Resources Money to give Access to money Access to other resources (foundations, corporate support) Availability for active participation (solicitation visits, grant writing) Community Connections Religious organizations Corporate Education Media Political Philanthropy Small business Social services Other Qualities Leadership skills/Motivator Willingness to work/Availability Personal connection with the organization’s mission Personal Style Consensus builder Good communicator Strategist Visionary Bridge builder Areas of Expertise Administration/Management Entrepreneurship Current Members Prospective Members 1 2 3 4 5 6 A B C D E F Age 21-35 36-50 51-65 Over 65 Gender Female Race/Ethnicity African American/Black Asian/Pacific Islander Caucasian Hispanic/Latino Native American/Indian Other Male Current Members Prospective Members 1 2 3 4 5 6 A B C D E F Resources Money to give Access to money Access to other resources (foundations, corporate support) Availability for active participation (solicitation visits, grant writing) Community Connections Religious organizations Corporate Education Media Political Philanthropy Small business Social services Other Qualities Leadership skills/Motivator Willingness to work/Availability Personal connection with the organization’s mission Personal Style Consensus builder Good communicator Strategist Visionary Bridge builder
  • 41. Financial management Accounting Investments Fundraising Government Law Marketing, public relations Human resources Strategic planning Physical plant (architect, engineer) Real estate Representative of clients Special program focus (e.g., education, health, public policy, social services) Technology Other Number of years (or terms) on the board (Adapted for Watershed from The Nonprofit Board Answer Book: A Practical Guide for Board Members and Chief Executives. Boardsource, 2007). Appendix E Sample Board Member Job Description Watershed School Board of Trustee Mission and vision: Watershed School’s mission is to spark adventure and wonder, foster inquiry and community, and build the character and ability of students to take on the world’s greatest challenges. We believe that students learn best when they are . . . • essential members of a vibrant, diverse learning community, • immersed in challenging, real-life experiences that make a difference, • exploring ideas, questions, and projects that are meaningful and relevant to them, • collaborating with inspiring adults who know them well, • given real responsibility for their education, and
  • 42. • in touch with their innate wisdom and capacity for insight. Position: Board of Trustee Roles and Responsibilities: • Attend at least 75% of board meetings. • Sit on at least one board committee. • Read and understand material and publications sent in advance of meetings. • Treat all information discussed or exchanged in confidence. • Understand financial information and processes. • Ensure that appropriate financial, legal, tax and personnel review systems are in place. • Give a stretch gift annually. • Engage in professional development opportunities by attending at least one governance workshop or seminar per year. • Be able to state Watershed’s mission and a 30-second elevator pitch about the school at any time. • Be an ambassador of the school by always speaking positively about the school in the community. • 1:1 replacement – when your board term is over, you are in charge of replacing yourself. • Understand the Three D’s: Duty of Care, Loyalty and Obedience and practice them. • Understand the importance of good governance at all times. Required Skills:
  • 43. TBD after board profile grid and board matrix are completed. Please contact: Governance Committee Chair, _____________________________ for more information. Appendix F Sample Development Committee Job Description Responsibilities: The primary role of the development committees shall be to advise the board and staff of the school on all matters pertaining to fund development and to oversee and coordinate the ongoing fund development efforts of the school. The specific committee responsibilities shall be as follows:  Establish fund development goals and organizational structures.  Approve the annual fund development plan and inform the board. The board approves the goal as part of the annual budget process.
  • 44.  Identify ways trustees can be involved in the raising of funds and match individual board members with the activities that complement their skills and interests.  Identify and assist with the recruitment of volunteers for the various activities.  Assist in identifying major donors.  Make contacts or conduct solicitations with major donors when a committee member is the right person to make such a contact.  Advise on the community relations and communications plan as it relates to fund development activities for the school year.  Monitor the progress of the annual campaign and keep the board informed.  Coordinate with the capital campaign committee (if and when one exists).  Establish and implement a system of recognition for board and other volunteers who are active in fund raising. Committee Members and Staff: Development committee members should be people who: • are committed givers to the school; • believe in the mission of the school; • are skilled in fund raising or willing to learn the skills to do the job; • are highly regarded by the school community; and • are willing to give the necessary time. The size of the committee depends on the amount of tasks to be accomplished in any given school year. But it shouldn’t be so large that the chair spends all of his or her time facilitating meetings and other logistics. Seven to ten members is the average. The development director should staff the committee. Meetings: The development committee should meet at least quarterly. At times, however, the committee may need to increase the frequency to monthly or even weekly. In addition, members should be on call for individual assignments. (Adapted from The Sample Material in The Trustee Handbook: A Guide to Effective Governance for Independent School Boards, 9th Ed. NAIS).
  • 45. Appendix G Sample New Board member orientation checklist Item By Whom? Date: Before election Organization’s history, mission and vision Roles, responsibilities and expectations of trustees Tour of facility Meeting with HOS, Board Chair Other Soon after election
  • 46. Overview of Board Manual contents Committee assignments and brief introduction Briefing on educational philosophy and curriculum Calendar of board meetings Calendar of school events and expectation on attendance Professional development Quick review of by-laws, Form 990, financials and audits Sign board contract, ethics policy and CI policy Other Other (Adapted for Watershed from The Nonprofit Board Answer Book: A Practical Guide for Board Members and Chief Executives. Boardsource, 2007). Appendix H Sample Board Manual Contents Recommended Board membership and calendar • Contact information for every trustee • Short bio of each trustee • Board and committee job descriptions • List of officers with titles • Committee lists, including contact information of non-trustee members • Calendar of board and committee meetings • Event dates at which trustee presence is requested
  • 47. Organizational background Information • Mission, Vision, Value statements • Educational philosophy • Brief history of the school, including founding members, major events and milestones • Description of curriculum • Description of the student body • Strategic plan • Most recent annual report • Public relations material • Organizational chart Bylaws and Policies • Articles of Incorporation, corporate charter, and bylaws • Conflict of Interest Policy, Whistleblower policy, ethics policy • Board policies: attendance at meetings, indemnification/directors and officers liability, reimbursement for expenses, gift giving policy, etc Administration and Faculty • List of admin team • List of faculty • Have accessible: personnel policies, faculty/staff handbook, job descriptions of key administrative positions Students • Have accessible: student handbook, family directory, Parent Expedition roles and contact list Finances • Financial policies and procedures, including investment policy • Budget • Lon-range financial plan • Most recent independent audit report
  • 48. • Annual fund-raising plan • Periodic financial reports (if separate from minutes) Minutes and school issues • Minutes of last several board meetings • Brief description of issues facing the school, especially those that involve the board Resources • Bibliography on trusteeship • Local, state or regional independent school association (for Colorado: ACIS) • National Association of Independent Schools (NAIS) • NAIS’s Trustee Handbook • NAIS’s Principles of Good Practice (for independent school trustees, for boards of trustees, and for equity and justice) • Boardsource: Ten Basic Responsibilities of Nonprofit Boards • Principles & Practices for Nonprofit Excellence in Colorado • Boardsource: The Nonprofit Answer Book: A Practical Guide for Board Members and Chief Executives • Budgeting & Financial Management for Nonprofit Organizations (Adapted from The Sample Material in The Trustee Handbook: A Guide to Effective Governance for Independent School Boards, 9th Ed. NAIS, p.114 & 115). Appendix I Individual board of trustee self-evaluation NOTE: The following evaluations have been adapted for use by Watershed School from an ACIS accredited independent school in Denver. Please answer the following questions with regard to how you feel about your service to Watershed this past year. Agree Disagree Not Sure
  • 49. 1. I understand and support the mission of the school. 2. I am knowledgeable about the school’s programs and curriculum. 3. FOR NON-Parent trustees: I stay abreast of school events and happenings and make every effort to attend events. 4. I assist with fundraising and/or give a significant annual gift to the school. 5. I read and understand the school’s financial statements. 6. I have a good working relationship with the head of school. 7. I recommend individuals for service to this board. 8. I prepare for and participate in board meetings and committee meetings. 9. I act as a good-will ambassador to the organization. 10. I find serving on the board and its committees to be a satisfying and rewarding experience. Appendix J Board Evaluation Review the list of basic board responsibilities. Indicate whether, in your opinion, the board currently does a good job in an area or whether the board needs to improve its performance. Our Mission and Vision: Watershed School is an innovative middle school and high school located in Boulder, Colorado. We are currently enrolling for grades 6 – 12.
  • 50. Mission Watershed School’s mission is to spark adventure and wonder, foster inquiry and community, and build the character and ability of students to take on the world’s greatest challenges. We believe that students learn best when they are . . . • essential members of a vibrant, diverse learning community, • immersed in challenging, real-life experiences that make a difference, • exploring ideas, questions, and projects that are meaningful and relevant to them, • collaborating with inspiring adults who know them well, • given real responsibility for their education, and • in touch with their innate wisdom and capacity for insight. Does Well Needs Work Organization’s Mission: The school has a well-articulated mission and the board ensures that the school adheres to its mission. Honoring Watershed’s founding traditions or educational values: The board understands the unique nature of a Watershed education and helps to promote the school within the community and beyond. Diversity: The board assists the administration in defining the school’s diversity objectives. It is committed to diversity in all areas of the school. Strategic Planning: The school has a “long term” plan with measurable objectives and the board holds itself and the head of school accountable to achieve the stated objectives. Fundraising: The board participates in all areas of fundraising and it supports the efforts of the Development committee.
  • 51. Fiscal Oversight and Risk Management: The board reviews and approves the administration’s budget and it reviews financial statements and understands significant variations from the budget. The board’s policies are designed to ensure the long term financial sustainability the school. Physical environment: The board ensures that the school maintains a safe, healthy and welcoming environment while providing the building and other resources required to deliver the school’s program. Relationship with Head of School: The board and the head have a common view of the school’s mission. The board openly supports the decisions made by the head of school. In decisions requiring board input, the head consults with the board. Board-Staff Relationship: Board members work with staff members on a respectful and supportive basis as required. Board members do not interfere with the “chain of command” in the administration. Community Relations and Advocacy: Board members participate in school activities and act as positive and supportive community members. Board Selection and Orientation: The board selection process consistently nominates new trustees with shared commitment to the school. The orientation process gives board members the knowledge needed to perform their duties. Board Organization: The committee- based system allows the board to achieve both its short term and long- term objectives. The committee work is personally rewarding for board members.
  • 52. Comments: Please give us any comments or feedback on how we can improve the operations of the board or make it a more rewarding environment. Please return all evaluation forms by May 29th to Tiffany. Thank you! Appendix K HOS Evaluation Watershed 2014 – 2015 Head of School Evaluation There are two elements to the evaluation: 1. Rating of performance and 2. Comments and observations. Ratings: 1. Needs Strengthening. Limited performance. 2. Satisfactory Performance. Above Average.
  • 53. 3. Consistently good results. 4. Superior. Consistently outstanding performance. 5. Insufficient knowledge to judge. I. Performance. The Head of School… Administrative Characteristics 1 2 3 4 5 1. Is effective in working with budget and finances. 2. Communicates effectively in writing and speech. 3. Follows through on decisions effectively. 4. Anticipates problems and is resourceful in dealing with them. 5. Effectively advances the strategic plan. 6. Effectively leads staff in managing the school programs. 7. Delegates responsibility and authority effectively. 8. Provides leadership in fund-raising strategies. 9. Recruits and develops competent administrative staff. Board of Trustees Relationship 1 2 3 4 5 1. Maintains a strong working relationship with the board. 2. Demonstrates respect and trust in dealing with the board. 3. Maintains effective communication with trustees. 4. Enables appropriate communication between board and staff. 5. Maintains positive relationships with the multiple school constituencies. Individual Qualities 1 2 3 4 5 1. Is open minded and skilled in listening. 2. Is sensitive to and considerate of others. 3. Demonstrates and models integrity and loyalty. 4. Shows good judgment. 5. Demonstrates good humor. 6. Accepts constructive criticism well.
  • 54. Professional Leadership 1 2 3 4 5 1. Demonstrates commitment to improving Watershed School. 2. Keeps informed about issues affecting independent schools. 3. Identifies and recommends priorities for Watershed’s programs. 4. Maintains a positive professional reputation in the community. 5. Cultivates effective working relationships with: a) Community b) Other schools in the area c) Potential donors d) Alumnae e) Parents f) Students Educational Management and Leadership 1 2 3 4 5 1. Demonstrates substantial knowledge about Watershed’s unique curriculum and educational offerings 2. Sets high standards of quality for the educational program through effective oversight and management. 3. Recommends modifications or discontinuation of current programs as needed. 4. Demonstrates contact with students and knowledge about student needs and issues. 5. Recruits and develops competent faculty. 6. Is attentive to and promotes positive faculty morale. 7. Informs parents about the academic expectations and programs of the school. Identify and comment upon the HOS’s achievements that you believe were significant to the school this year.
  • 55. Identify and comment upon significant concerns for Watershed that occurred during this year. Identify and comment upon significant challenges and opportunities for Watershed that you see emerging on which the HOS should focus on in the future. II. Recommendations and Critique 1. What was most effective about the Head of School’s performance this year? 2. What specific recommendations would you make to the Head of School to help improve his/her effectiveness?
  • 56. Tiffany, this project was excellent. Your board should be pleased with your work here. It’s clearly written and your reasoning is supported by research. Congratulations!