Report on Waldorf School Board Governance Conference held at the Rudolf Steiner Centre Toronto 14-15 September 2012
With John Bloom, Senior Director, Organizational Culture At the Rudolf Steiner Foundation
What is good governance?
Good governance is freeing human capacities with a framework of agreements. It is delivering your mission effectively at a reasonable cost. Good governance builds credibility in the world. Governance is about who decides who decides. The board cannot delegate its responsibility to govern. Collaborative governance is a new social art, a co-creative process. Bad governance is everybody trying to do every body else’s job. Good governance is not about holding power but rather to empower those who carry out the mission of the organization.
Profit vs Non-Profit Corporation:
- Profit : use up human capacities to create surplus capital - Not-for-Profit : use up capital to build human capacities In a non-profit organization, board members cannot be paid but their expenses can be reimbursed while furthering the work of the board.
How can human spirit shine and be coherent with the whole?
By bringing together these two distinct axes: - Vertical: human spirit or our angel or our genius (individual) - Horizontal: common ground or agreements (community) Good governance is managing Rudolf Steiner’s motto of Social Ethic My work as a board member is not to try to show my angel to everyone else but to allow other board members to see their own angel. My work as a board member is to help people to connect to their money in a different way. When you step in an organization, your work is bound by its set of agreements (ground). You are not free to do what you like. If you disagree with the agreements, you can either change them together or you are free to leave.
Mission of the Corporation:
The mission of the Waldorf School is to build Spirit (teaching children). Never loose sight of the end goal! Board work also has its foundation in spirit. Individuals are equal in spirit (nobody is more spiritual than another) and bring different strengths. If not considered as equal, it can easily be a source of confusion and lead to abuse of power. Love and trust are the most important values of the organization. Board members need to love and trust each other to allow every one to speak out their different views, to agree to disagree. When the board members come to a decision, whether by consensus or by a vote, it is important that they stand together with ‘one voice’ regardless of their personal views because they were part of the decision process. This is very important and often hard to understand. For the Board to be effective, its
members must know the framework of agreements for their corporations. The framework of agreements includes by-laws, policies, procedures, record of decisions, handbook, etc. These form also a legal framework.
The Board and Policies:
Creation of policies is the board’s primary work. What is a policy? Good practice brought into a system. How do you create a policy? By doing! Doing once set a precedent and thus create a policy. There are two types of policies: governing and operational. Examples of good policies: -The school will not operate without a balanced budget. - The school will not take any action that may compromise its charitable status. - The school will not break any labor laws. Policies are changed when they are no longer working. Any proposed change must be presented to the board which decides to accept it or not. How do you create resilience in the organization? By allowing mistakes to happen and learning from them.
Delegation and the three legs of governance: Governance and management are two separate functions. It is important to have clarity between these two functions. The Board governs the school and the CEO/administrator and the teachers manage it. The three legs of governance (threefold social order) comprise: - Authority (rights sphere) - Responsibility (cultural-spiritual sphere - destiny path - who will it serve? this can be determined collaboratively) - Accountability (economic sphere) The Board must always delegate all three at once to allow people to carry out their tasks effectively. Directors need to find people (staff) to deliver its mission. Delegation can be done through a mandate system and terms of reference (job description). A mandate must be clear and be accompanied with the three aspects of governance: Authority, Responsibility and Accountability. Good practice: No paid member may vote on the board. Board must not manage nor tell the CEO how to manage the budget.
Board members as Co-creators:
‘Every act of creation starts with destruction’ (Picasso) We live between chaos and order. An idea is a centre of processes based on human relationships. The right attitude to adopt in a meeting: the solution is in the room. It can be very disempowering if someone always have to consult with another group or person outside the board. We must let go of personal agendas and shoulds. We must hold a question to let it work amongst ourselves until we find a solution or come to a decision.
Where is the Ego of the School?
The Ego of the School finds its expression in the way the agreements are carried out. The Ego of the School is the reflection of the Higher Being of the School. The Ego is part of a unified voice. The Ego manifests when questions and decisions related to the mission of the school are considered.
What is the role of the Board?
The Board is responsible for creating public benefit. Through its agreements, the Board is accountable to the parents and governments, both provincial and federal, and through to them to the public. If the Board and the CEO/administrator fulfill their tasks properly, the line of empowerment flows from the government all the way to the teacher. The government gives the right to the corporation to exist. The corporation is accountable to the government.
How does a Waldorf School board differ from others? Board members are often parents and thus are deeply connected with the mission of the school.
What are the CEO functions?
The CEO or administrator functions may be held by only one person or shared by several individuals. The CEO functions comprise five main areas: - the financial management - the development of the organization - the spokesperson to the public - the state/government requirements - the effectiveness of the organization The public should have access to the school. The CEO is the public face of the school and greets the public as someone who stands for the values of the organization. The CEO works with everyone in the school (teachers, board and parents) and thus is connected to the Archangels. The CEO can have volunteers to help them accomplish their tasks. The CEO retains the authority, responsibility and accountability. A board member (not employed by the school) may serve on a committee as a volunteer, not as a director (does not manage the school).
What are the two primary responsibilities of a board member?
The board meeting can be regarded as a sacred space or vessel. To make the best use of the time at the meeting, each board member should take the following responsibilities most seriously. - The Duty of Care: o The director must come to the board meeting well prepared, i.e. read all the material (reports, minutes, agenda) sent ahead. o As a director, you must get yourself fully informed about the matter at hand such that you can fully participate in the decision-making. o Need to build enough time for people to prepare. Material for the meeting must be sent by a certain time. o Poor preparation may lead to bad decisions. o Financial statement: need to know and understand the assumptions behind the numbers - The Duty of Loyalty: o First and foremost, the board must be loyal to the mission of the school/corporation. o The board is legally bound to its mission and accountable to the government. o The mission cannot be changed unless the board members are in agreement and granted permission by the government to make the proposed change. o The board members must put the needs of the corporation ahead of their personal needs (for e.g. when setting tuitions). o Once a decision is made, the board members must support it regardless of their opinion. o Confidentiality must be respected by all those present at the meeting, including visitors (must not tell others who said what in the discussion preceding a decision) o Visitors are also bound by the duty loyalty and must be made aware of this expectation. o Minutes need only to include the points of discussion
and decisions. o Duty of Loyalty applies to the whole and the financial information. Prudent man rule: what any normal and reasonable person would do in the same situation. A healthy board should meet about 4 times a year. Board members carry on work in between with committees or individually. Board meetings can include study, artistic works and guests.
How do you deal with Conflict of Interest?
Conflicts of Interest may be either legal or ethical/moral. You deal with them by bringing forward clarity about it. Conflicts of Interest can be offset through disclosure which allows measuring the risk. The board must have a disclosure policy. Every board member fills a disclosure form (do you stand to benefit privately for any decision being made?) Disclosure includes family and corporate partnerships. Through the duty of loyalty, one can rise above the conflict of interest. If someone finds him/herself in conflict of interest with respect to a particular decision, it is best to step out while the discussion and decision are made.
How do you leverage the Confluence of Interests?
This is the counter part of the conflict of interest. The confluence of interests has to be managed.
How do you deal with controlling parties?
A controlling party is someone who can weight unduly on a decision. For example, a board member is a significant donor and has another close partner on a board with only 3 people. The donation must be refused or the donor must step down. If you are a donor and have more weight on a decision, you have broken your directorship/trusteeship.
Appointment and succession of Directors:
Board may be representational (elected members) or self-perpetuating (nomination process). If nominated, there should be a nominating committee who seeks out the right person and skill set for the board. Once you have joined the board, you don’t represent anyone because you are bound to the mission of the corporation (duty of loyalty) even when elected. The board needs to constantly renew itself. Limited board terms are important to ensure a rotation of people who bring new and fresh ideas. Succession planning is an important function of the board. New board members should receive board orientation. Orientation may be given in the form of the board handbook which includes: by-laws, policies, mandates of standing committees, communication tools, procedures, corporation/school organization, etc. The staff provides the continuity to the organization.
Why do you want good governance? So that the corporation/school can stand in the world with credibility.
As a board member, you can stand for the whole in the world.
How do you stay in touch with the whole? - By sitting in a classroom with the children - By going on a tour (WTTG) or attending an open house or other school events - By checking out what is happening in the world - By attending meetings or events connected to your mission as a school representative - By not being afraid to stand for your values and say what you care for - By knowing what is being talked about in education and contributing to the conversation If you are interested in the world, the world can become interested in you.
"Every idea which becomes your ideal creates within you life-forces." - Rudolf Steiner (How to Know the Higher Worlds, chapter 1)