The Board of Trustees is the highest governing body of the College, to which the College president, administration, staff and faculty are ultimately accountable. Because of its importance in the College's governing system, I believe our review of the governance system at Goddard would be remiss if it did not include a review of the role, relationships, and composition of the Board of Trustees. This memo presents a way of looking at the board and determining its membership, and a proposal for a change in the current size, composition, and selection process. I draw on the extremely popular book on public and nonprofit boards, Boards That Make a Difference by John Carver (San Francisco: Jossey-Bass, 1990), to provide the basis for a proposal to change the board. The Board provides "Moral Ownership" According to Carver, "effective boards concentrate on the real business of governance: making policy, articulating the mission of the organization, and sustaining the organization's vision. Key to performing this role well is the concept of the board as "owner." Carver uses "the concept of 'moral ownership' to isolate the various stakeholders to whom the board owes it primary allegiance ...A board can not carry out its responsibilities without determining exactly whom the ownership includes and how they can be heard." (p. 17) Furthermore, "ownership and trusteeship ...are only occasionally legal realities ...'Moral' rather than legal ownership is to be the basis on which a board determines its accountability." (p. 131) Stakeholders as Owners "Stakeholders for a nonprofit or public organization may be clients, students, patients, staff, taxpayers, donors, neighbors, general citizenry, peer agencies, suppliers, and others." Among these stakeholders, "the special class [Carver] calls owners are those on whose behalf the board is accountable to others." (p. 131). This allows the nonprofit organization to identify those particular ownership groups which have a significant stake in the organization and have the board represent those groups in its deliberations. According to Carver,"the board is ordinarily a subset of the ownership, acting as trustee on the owners' behalf. The board's trust relationship to owners supersedes its relationship with staff...Board members, not staff, are morally trustees for the ownership and, consequently, must bear initial responsibility for the integrity of governance." (p. 132). Representing the Organization's "Owners" Carver goes on, "the board's first direct product is the organization's linkage to the ownership ...The identity of ownership and perhaps the favored channels for connecting with it are deliberated and then set forth in ...board policies ...Linkage with the ownership can be viewed as attitudinal, statistical, and personal. The first ...is [that] board members behave in the belief that they are moral trustees for the owners ...At a second level, the board gathers statistical evidence of the owners' concerns, needs, demands, and fears [surveys, interviews by third parties, statistical data) ...the third level ...engages board members in direct contact with owners and owners' representatives [interviews, focus groups, public forums, invited presentations at board meetings, dialogue with other boards]" (pp. 140, 144-46). In an example provided by Carver, one nonprofit board's policy on the role of the board stated that "the Board represents the moral ownership. Therefore it should educate itself regarding the values held by the persons it represents and shall act always under the influence of these values. The Board's education may be facilitated by (1) reviewing reports in the media, (2) studying responses in citizen questionnaires and comments by key informants, (3) discussions with elected representatives, consumers, and service providers, and (4) monitoring the demand and utilization of services." (p. 133). Who Should be Board Members? In determining who should be on the board, Carver says that "only responsible stewardship can justify a board's considerable authority. Board members who do not choose to accept this breadth of responsibility should resign... Being warm, being willing to attend meetings, being inclined to donate money, and being interested in the organizational subject matter do not constitute responsible board membership. These characteristics are desirable but far from sufficient." (pp. 133-4) A key qualification for being a board member, according to Carver, not surprisingly, is commitment to the ownership: "As agents of the organization's ownership, commitment to that trust is a prerequisite to board service. Commitment to the mission is important, though less so, for the mission is largely if not wholly a continuing creation of the board itself. Therefore, fidelity to those in whose name mission is created is dominant over fidelity to the current mission." (p. 202) What's the Point? Based on Carver's work, to govern effectively, boards need to represent and be in touch with the principal stakeholders of the College; in fact, the board should be a subset of that ownership. Consequently the composition of the board should recognize the College's "ownership" or principle stakeholders, and select board members with that relationship in mind. In this context, Goddard's owners are the stakeholders discussed in our earlier consideration of representation: off-campus and campus students, staff and administration, off-campus and campus faculty, alumni/ae, residents of the area surrounding Goddard, the State of Vermont, progressive educators, researchers, and funders, those in higher education, NEASC, organizations employing graduates, etc. Membership on the board should be drawn from these different groups of owners, with most from those ownership groups with the greatest stake in the College. A Proposal Just to get our discussion started, using Carver's approach, I recommend that the board composition be changed gradually over the next three years to reach a total of 15 members by the year 1999 with this total made up of 2 students (1 off-campus, 1 campus); 2 faculty (1 off-campus, 1 campus); 1 staff member; 2 alumni/ae; 7 at-large members that may come from any of the ownership groups listed earlier; and the president who would be an ex officio member of the board. The "constituent" representatives would each be elected by their constituencies (off-campus students, campus students, etc.) and the at-large members would be elected by all of the constituencies together. In Vermont, according to its nonprofit corporation statutes, "if a corporation has no members [like Goddard] ...the directors shall have the sole voting power." T.11 2362 (d). However, "A corporation may have one or more classes of members...[this needs to be] set forth in the articles of association or the bylaws." T.11 2358 (a). Consequently it appears that it would only take a by-law change to become a membership organization which, with six classes of membership, would allow different constituent board seats to be filled by different ownership groups. These individual groups (classes of membership) would then be able to elect their representatives, and all classes of members could elect the remaining at-large members from a list of candidates representing the full array of ownership groups listed above.  | ||||||||||
