Note to readers: This Statement is to help answer questions such “What can WMS parents expect from WMS Board Members? What can WMS Board Members expect of each other? How should an individual WMS Board Member conduct herself or himself?” Successful Boards are held accountable, collectively and individually, to a common set of expectations. This Statement will let parents, board members and staff know such expectations for the WMS Board of Directors. Each year, prior to the Annual Meeting, the Board will review this Statement and confirm or modify it accordingly, and thereafter, publicize it prior to that year’s nominations for WMS Board members.
Background: Expert commentators have identified the following as some common reasons for an ineffective board and/or board members:
When parents, Board members and staff understand the Expectations Statement, WMS will avoid these common mistakes and have a highly effective Board of Directors.
- Understanding a nonprofit’s mission but not understanding that the nonprofit is also running a business
- Failure to properly educate board members about roles, responsibilities and expectations
- Difficulty separating board and staff work
- Failure to disclose or appropriately deal with conflicts of interest.
Herein is defined:
WMS Board Primary Responsibilities:
- Board Primary Responsibilities
- Board Legal Responsibilities
- Board Boundaries
- Definition of a Good Board Member
- Treatment of Confidential Information
- Communications About Board Matters
- Conflicts of Interest
- Non-Dysfunctional Board
- Accountabilities of a Board Member
The WMS Board’s primary responsibilities are to:
- Ensure that WMS has an up-to-date statement of what it is, represents, and does, and to periodically review the statement’s adequacy, accuracy and viability.
- Provide overall leadership and strategic direction to WMS.
- Set high-level WMS policies.
- Ensure that WMS has adequate resources to carry out its mission.
- Select, oversee, evaluate and support the WMS School Head.
- Develop a healthy public image and maintain trust in WMS by its stakeholders.
- Ensure a high-quality Board through annual training, and self-evaluation on an individual and Board level.
Board Legal Responsibilities:
WMS is a Delaware corporation. As such, its Board members owe WMS the duty of obedience (be faithful to WMS mission and goals, and ensure that WMS complies with all applicable local, state and federal laws and regulations and accreditation standards), the duty of loyalty (put the interests of WMS before individual interests) and the duty of due care (act with such care as an ordinarily prudent person in the same position would).
Board Boundaries - WMS Board Governs, WMS School Head Manages:
The School Head, not the Board, manages the day-to-day operations of WMS. Board members must remain cognizant that in the eyes of parents, staff and others, the status of Board member gives an individual special information, etc. Board members shall not use their actual or perceived status to gain favorable treatment beyond that afforded to other parents, to intimidate staff members, to undermine the School Head or to influence school activities solely for her or his own/family benefit or purposes. If asked to intervene on behalf of a family or student, a Board member should refer the issue to the Head of School.
Qualities of Good Board Members:
First and foremost, a good Board Member clearly and consistently demonstrates:
- A belief in WMS’s mission.
- A commitment and dedication to WMS, including a willingness to gain an understanding of good governance and attendance at Board training events.
- A focus on and perspective on what is in the long-term interest of WMS.
- An ability to hold the interest of WMS above personal and family interests.
While particular technical skills are helpful, WMS can acquire as needed from outside experts any technical skills missing from the WMS Board. Therefore, WMS seeks Board Members who have the desire and interpersonal skills to be active contributors to a collegial WMS Board and who possess a reasonable combination of the following: integrity, judgment, perspective, courage, creativity, dependability, stability, focus and sensitivity to diversity. In a nutshell, we expect WMS Board Members to attend all Board meetings
; show up on time; pay attention; be prepared for meetings; ask insightful, pertinent questions; fulfill commitments; act in good faith; and use their best judgment in pursuit of WMS’s mission and interest.
Treatment of Confidential Information:
To ensure open, honest and candid discussions at Board meetings and among Board members, the information and materials that are the subject of such discussions shall be treated with an appropriate degree of confidentiality. Quite simply, Board Members must seek to avoid actual and potential harm to WMS, particular individuals or others by the disclosure of confidential information. Upon leaving the Board for any reason, a Board Member shall return all Board materials and any confidential material that he or she possesses or controls.
Communications About Board Matters:
The WMS Board will decide at what point decisions may be made public. The Board will develop its communication strategy together, and all Board members will be able to speak publicly about these decisions. When a spokesperson is required, the Board Chair is the appropriate person to communicate to the media, parents, public and staff about Board activities and matters. The School Head will serve as a primary interface between the WMS Board and the staff and ensure that Board deliberations include staff concerns and impacts.
Conflict of Interest:
A Board Member shall not take any action that creates an actual or potential conflict of interest (e.g. a financial, personal, professional or other gain to such Board Member or someone in his family). If an actual or potential conflict of interest arises, the involved Board Member must disclose it to the Board and take such action as the Board may reasonably request, including recuse herself or himself from the discussion of such matter and refraining from voting on such matter.
Creative and fresh thinking is welcomed. Therefore, within Board deliberations, all dissents, comments, opinions and views of Board Members will be considered and respected. However, after due deliberation and action by the Board, a Board member will publicly support such action, and will not disclose any differences of opinion so as not to create an actual or perceived dysfunctional Board.
Accountabilities of a WMS Board Member:
- THE WMS BOARD IS A WORKING BOARD: While Board members are welcome to attend any committee meeting, all board members must be working members of at least one active committee. Committee chairs are required to prepare committee reports for every board meeting even if there was no activity since the last meeting. Committee chairs are also responsible for regular communication with the WMS community about committee activities.
- FUNDRAISING IS AN IMPORTANT RESPONSIBILITY OF EVERY BOARD MEMBER: While Board members may serve on many different committees, fundraising remains a priority for each and every Board member. During any fundraising activity, Board members must participate, ideally choosing WMS as the top one or two causes supported by that Board Member.
- BOARD MEMBERS LEAD BY EXAMPLE: Board members should inspire parents, staff, children and others by their conduct. Accordingly, Board members are proactive supporters of WMS activities and consistently fulfill their financial and other obligations to WMS in an appropriate and timely manner.