Why join the Corporate Governance Council?



this counsel is comprised of corporate secretaries and chief governance officers and secretaries to the board they are the most senior person in the company that reports to the board of directors on corporate governance matters the council has several areas of concern and focus challenges in the area of the board effectiveness of the company that is does the company have the correct composition and effectiveness of the board to take it to where it needs to be in three to five years a second area that we focus on is the area of shareholder engagement where the corporation must deal with its institutional investors in areas such as pay-for-performance proxy voting and so on the third area is the ability for the corporate secretary to communicate the long-term value of the corporation in a decidedly short-term trading and investment environment the most surprising thing I think for a new member it would be the variety of companies represented around the table from many different sectors many different experiences so that's baby provides a very rich tapestry if you like of of experiences and and different points of view I think what makes a Conference Board Council different from other peer networks is that on the one hand the agenda is really driven by the members of the council so it's dynamic it is responsive to those topics that are most important to the members the other aspect is the very confidential nature Chatham House Rules I know issues I discuss about things that we're dealing with in our company can be shared with the others and it stays within the walls at the conference board I will often be informed by experiences that I've taken away from the council and sometimes there's a novel sometimes there's a difference sometimes they are challenging but I think the challenge and having different approaches is good it sort of forces you to defend your position and the more I can do that the more value I think that I can bring back to the firm so to have this exchange amongst peers and also with our people who have had the same or similar problems and that I've might have had or discussing similar questions and also this feeling one is not alone and one does not have to breathe and the wheel every single time there's a unique characteristic that you don't experience or one wouldn't experience in other forums out there

Corporate Governance and Culture in Japan with Nicholas Benes



professor Benesch thank you very much for agreeing to be a featured speaker the Asian business and management conference 2013 you spoke about corporate governance in Japan and you touched on a number of interesting areas but one of the things I'd like to just touch on first of all is you talked of the the differences between corporate governance particularly between the United States and Western countries and Japan and highlighted several key areas in which boards were different here than in the West can you just give a brief synopsis of course the comparison was mainly between Japan and actually not just the West but most other countries most other countries require some number of outside directors on the board and you can it does not it took your socks change has a rule requiring outside board member but that board members you can include in that a statutory auditor is not a voting board position role so command really has no rule requiring outsiders that's the biggest difference the second difference I think which you could say is stark compared to 90% of other countries in the world as Japan has no corporate governance code no soft law as they say or Stock Exchange the code of best practice that companies are required to follow and if they don't follow it in those cases that would be a complier explained requirement so that you to disclose why you did not follow the best practice those two big differences when does Japan get it right Japan gets it right in the sense of excellent company there's big disparity many different companies some companies are very well manicured some companies or not and the disparity is strongest in one of the areas its strongest is corporate governance where a company in Japan is well governed it's because it has internal managerial ruger extending from the lower middle level ranks of the company as a matter of corporate culture they simply have a very good rigorous corporate culture and so when they get to the board level that's part of the DNA and they will be less likely to have scandals and more likely to maximize shareholder value corporate culture and ethics are at the base pretty strong across the board here but only for well-managed companies not for companies yeah you know your spectrum let's talk about livedoor yes how did you come to be nominated as a board member for livedoor how did I come to irani well a group of foreign investors including some group of hedge funds fifteen or so different for institutions and hedge funds was having trouble with the board just after the scandal occurred and that company was summarily delisted back to the dislikes change and they were looking for independent outside directors to help clean up the place and get it right alleviate themselves to the problems they contacted a personal I had worked with as closely he used to be the head of JP Morgan investment management group and subsidiary in Japan they were rather close when she asked him to recommend someone I was recommended and I told the representatives of that group that I would act as a only as a very 100% independent director which is to say I will not do I'll do what I think is right that's the job of the director you can't say anything else that's what it is legally but I told it to two stray you know I won't do things just because you your group suggests that I do them I will consider myself to be elected by all shoulders which is the legal fact in Japan you created the board training director Institute of Japan um how did you have the idea how do I have the idea I noticed after about eight years of working on four different companies in Japan whether they be listed or unlisted or D listed just do listed livedoor or whatever it doesn't matter about the industry they have common dysfunctionality calling patterns of behavior on the board which make it difficult for an outside director to be helpful and and most helpful in many cases where you are most necessary as an outside director and those are cases of large corporate upheaval or major restructuring is required or a merger or selling division etc required in order to avoid bankruptcy or shrinkage of the company in this kind of thing in those situations mono culture collectivist organizations Japanese companies have great difficulty making it a hard decision the tough decisions and not as I say suck you're not just delaying it and you you run up against a lack of common skill sets and mindset as a director would you to say I have a fiduciary responsibility to the entire company not just to my division in that company not just to my boss who promoted me to this job of directors because of those issues you dysfunctionality as I just mentioned occurred so to address them I decided that it's not just law instructure we need some changes here to affect corporate governance and proven in Japanese companies but the other six percent of the equation is the human capital aspect it's common skill sets when people have to know everything it's not only my finance heaven has to know something about reading financial statements the company law best practice risk management is kind of thing M&A well you won't be able to have experience this be my own you know scar tissue as it were you won't be able to have a living board that really makes decisions as opposed to rubbish campaign what comes up from below so since the founding of the board Training Institute of Japan how many companies have turned to you for for advice and help in in changing their their culture well it depends how you define that you know we have a number of seminars or two months every month so we have a salmon or 50 or 60 people those are on drill-down specific topics and we have a one-day course in Japanese which is a pre director or director training intensive course for them nine hours because of our number topics ranging from corporate law best practice finance reading accounting statement to that kind of stuff let me do the same thing English and so you know I think you just focus on the courses which are poor pre director director training and a number of companies is gosh at this point call you around 30 or 35 them like that there is certainly an idealistic element to what you're trying to do yes it's quite huge corporate change and then societal change in fact in Japan you've been doing this for some years now are you more hopeful now that that you'll be able to be an agent for change or or less hopeful than when you first started I'm more helpful I should said this way when I first started I thought this would be easier then it has been and here been a very difficult slog for the first four years of significant negative salary in the form donating to something that gave me no salary and it was all non-deductible I don't have any sorry mr. Woodman that's been quite painful and the long way I went down to a very low dip say about a year and a half ago where I seriously considered closing down the whole thing because I couldn't lose any more money but at that point we started to sort of break even if you add in incoming donations which work mostly increasing and also get a bit more traction in terms of things like the English boot camp and seminars and notoriety people driving to the Japanese courses as well so that altogether means we've been above break-even at least pay me no salary always no salary for the last year and a half and this year it's not a measure of the to brag attacked it's not that much money but we're on a track to actually pay me my first salary so that means it's self-sustaining at that point we can continue that trajectory so I'm much more hopeful now one of the characteristics of the many commentators say of the of the Japanese psyche if you like or their ability to make decisions is that they're they're slow to come yet to a particular position but then once they've built the consensus they're enabled that they're able to enact a huge change and and fairly fast a you do you feel there's a sea change in the the corporate culture in Japan that is is open to these sorts of changes in corporate governance well having lived here about three years so far I can say I don't learn the same lesson every time we should to say yes on the one hand I think things are that the pace of change is definitely accelerating so I'm hopeful that I couldn't but every time I think that and it does happen I usually have to look back to four years later and say well it wasn't as fast as I thought or hoped it might be having said that you know it's it's the the second derivative or something mathematically it is the pace of of change accelerates you do reach a inflection point where it accelerates you know much faster and it tips as you say and then we are approaching that point more because of the number of scandals and the realization that Japan's economy faces a lot of challenges on the growth side some they have a very active with the American Chamber of Commerce leading those tragic task force there and so that that has sort of I think you know when the government comes down and says we need to really get serious for the growth strategy it lends force to the internal powers voices in Japanese companies that are arguing for faster change you've spent your career in the private sector yes in involved in banking law mergers and acquisitions compliance etc and you spotted in effect what was a gap in the market and created the be DTI why did you create it as a non-profit well I care a lot about this corporate governance topic because in M&A you see what goes on behind the scenes behind the curtain and often it's pretty ugly and you see even more of that when you sit on a lot of boards in Japan and you find yourself to make a lot of improvement as an outside director but you reach some some limits on some of the most important issues because of the lack of skill sets and lack of training is kind of thing being a major gap so to me these are probably sort of emotional topics because you know those those when you can't accomplish what needs to be done on a board it's not just a personal issue it is personal pain to not just shareholders but employees or presidents who guarantee the debts to come let's bankrupt this kinda thing Evans it's it's very painful so it was very important to me at the same time doing something in training and we are not doing anything which is politically well off the wall or out of line at all but in just even when you raise the concept to do something new with respect to current governments in Japan there's always a chance that people could take it the wrong way and sort of say well you're doing is just to make money and you know we have our system and isn't you know me must change so I didn't I want to be substantive criticism where I won't have to put together the least threatening organization that was most supportable by the largest group of Japanese or foreign these two Sylvester's or other supporters as possible without being criticized that any particular supporter was dominating us if you set something up as a corporation there's always the chance that some activist fund or some foreign company or institution or anyone yeah a Japanese institution could start to control you by donating a lot of money as a shareholder and then you'd be subject to the claim or the accusation that you know aren't they kind of influencing the style and the content of what you teach in this sort of thing and you lose your perceived neutrality or the purity of your view become this question so I want to avoid that possibility the other reason the bar for creating a non-profit and we are at the special kind of nonprofit we are a public interest organization that's been certified by the Cabinet Office of Japan as that certification very important because for the first time in history the Japanese government has acknowledged that training about corporate governance is a good thing for society in the economy believe it or not they've never done that prior to our they had never done that prior to our certification that way itself was extremely important to me to have it realized by state by people in the media companies that this is something we're doing for society not just us there is a commitment to the improvement of corporate governance in the government's growth strategy in fact published last year yes how can they do more that's what the word corporate governance appears many times in the initial June good strategy report they don't say exactly what they're going to do but they have said in Prior policy proposals that they would put in place a requirement for actually eight and multiple more than one number of outside directors to be one listed company boards that seems to be in the process being downside to at least one and but you watch that space the initial proposal while VP was multiple outside directors secondly in their May 10th interim strategy growth strategy recommendation that the LVP site a home blow the revitalization committee came up with which is the precursor basically of a strategy report it was proposed that the stock exchange have a disclosure requirement the company disclosed their company policy with respect to director training who was Crandon and how much and you know basically what was what was learned and so I'm not sure what that policy is going next but that is something that's a very laudable policy that many other jurisdictions have what Japan should be doing after those things is joining the 95 percent of economies and that includes a lot of emerging economies as well they have a corporate governance code a what they call soft law best practice code usually promulgated by the stock exchange that requires all sorts of best practices you know nominations community confidence community they order committee structures a certain way orientation induction of training of new directors this kind of thing ongoing education requires compliance with those things and if you don't apply if all complier explain the companies must disclose their precise degrees for not complying which it really is a way of causing companies to do most of stuff 90% time and 10% of time if they don't do it they have to have a hard discussion with their investors as to why they try and justify why they're not doing it that the extremely powerful in our case would Japan because companies you know if the adherence rate in another economy 90 percent it's gonna be even higher in Japan and Congress that way you don't have in Japan is enough disclosure of information about they go from corporate governance practices this would accelerate that professor Benesch thank you very much you're quite well thank you for having thank you

Policy Governance(R): Great Time-Saving Device for Boards and CEOs



one of the really neat concepts embedded in the policy governance system reminds me of a childhood story the book was about the incredible adventures of Professor brain stomm a smart but wacky professor who is always coming up with great inventions at one point he managed to invent a time machine and here's how he explained how the time machine would work he said let's see you traveled from point A to point B and normally it took you an hour now if you were to travel at twice the speed you could get from A to B in half the time or 30 minutes if you were to travel at twice that speed again you could get from A to B in half that time or 15 minutes double your speed once more and you could get from A to B in seven and a half minutes and so on now if you were to keep going faster and faster he said you would actually be able to get to your destination before you even left and that was the trick to time travel now of course professor brainstorms theory about time travel involves a bit of fuzzy logic however there is a trick inside the policy governance system for boards that is nothing short of logical and quite miraculous at the same time this neat trick lets you speed up the operations of your organization beyond what you might have ever thought possible let's say you're working now in the traditional mode of governance where the CEO or staff prepare projects programs budgets and other decisions and then take them to the board for approval since we're talking about the speed of your operations and your progress let's consider the time it takes to get from having your project or program ready to go and the time it takes to get board approval now if everything goes well you would factor in the time it takes to prepare the background documentation for the board to review the time it takes to get the item on the board agenda the time for board meetings to read the background information and to think and then the time it takes for the board to meet to consider the project and to give the project its approval now let's see your board meets quite frequently and this duration from project readiness to project approval takes an average of one month next let's imagine that you hire some kind of efficiency expert or board consultant who says I can help your organization cut that time in half in other words we can create a way for you to go from being ready to move forward with a project to actually being able to proceed having been given board approval in an average time of two weeks instead of one month well that would be a significant improvement wouldn't it you'd save an average of two weeks per decision having to go to the board for approval and just be able to get going with things that much more quickly now let's imagine another expert comes along and offers you a way to improve that speed from an average of two weeks to just one week now staff can prepare a project and bang one week later you've got board approval and you can move forward with it hey your board might be having meetings every week but that would be great then one day you meet a policy governance consultant you tell her the story of how you've shaved down the time it takes to get board approval for staff decisions from an average of one month to an average of one week and she looks you in the eye and she says that's nothing follow the simple steps of policy governance and I can get you written approval for all staff projects programs and budgets before they even have a chance to think of them you will have a board that is so far ahead of staff on everything that they're no longer needs to be any delay between the time a project is designed and the time it can actually be implemented not only will you be able to get so much more done so much more quickly but you'll be able to do it in a way that meets a very very high standard of accountability and make some meaningful difference in the world sure it's possible and I invite you to ask me how call me anytime at one eight seven seven eight four seven four five five two this is Susan Mogensen with brown dog consulting

Board Governance Committee | June 19, 2019



like to call the governor's committee to otter and the first order of business is roll call please Henry Jones here Dana Hollinger excused rob feckner Lisa Middleton Jason Perez mona pasquil rogers ramon Rubalcaba good and i also like to acknowledge that miss Paquin miss Ortega mr. Miller Ms Brown is Taylor and mr. Rufino also in attendance that the governor's committee meeting the next action on the agenda is the election of the board governance Vice Chair and this is because Miss Hollinger who was the vice chair of this committee has tendered her resignation effective June 30th and so therefore we are going to elect a vice chair of this committee that would be effective July 1st so with that I call on mr. feckner Thank You mr. chair I would like to place a nomination the name of Mona Paschal Rogers for the vice chair this committee starting July 1st okay because are there any further nominations are there any further nominations are there any further nominations seeing no further nominations we have a motion to elect miss Pasquale by acclamation so all those in favor say aye opposed hear none congratulations as possible okay the next item on the agenda is the executive report mr. Jacobs time agenda I'm sorry need a motion on the time agenda moved by mr. feckner second by miss Milton all those in favor say aye polls hearing none the item passes the next item is executive report mr. Jacobs yes good morning chairman Jones and board members I have no executive report beyond the agenda today and so I think we can just get right into the agenda okay thank you very much the next item on the agenda is the action consent item a motion for the action consent items mr. Perret a second by mr. feckner all those in favor say aye opposed the item passes the next item is an information consent item and no requests to review anything there so we move to information agenda items update on board self evaluation workstreams thank you and good morning and Simpson from CalPERS team member this morning as promised in January we're going to give you an update on how that various board work streams have been progressing with the different activities that were agreed coming out of the board's self-evaluation which the National Association of corporate directors facilitated last year let me move to the first slide so this graphic is intended really to show how the different work streams are connected work streams 1 2 3 4 many of you are involved leading these and have been extremely busy and working hard in recent months to make progress but what we're showing with work stream 5 is the platform and that's the insight tool this is a new cloud-based portal which the board will have access to and all of the materials that are being developed by the different work streams will live on that portal along with agenda items and other information that the board needs so we think this is going to be a terrific resource so let me turn to the first work stream this is where extreme one and it's led by mr. Taylor and as mona pasquil rogers and this goal was identified through the self-evaluation this was you as the board identifying something that's going to help you be more effective and give you better tools and skills for improving the performance of the CalPERS board and the goal as we have it here is to establish a richer and ongoing board orientation and education program in other words not just for when board members arrive but to make sure that there's a continuing education program so that you have the skills and insight that you need for the board and the committee's so this is the plan that's been developed the first is that we're planning to develop a timeline and a matrix by each committee and on that committee they're obviously the skills and knowledge that you need for each committee are quite different but what we're going to do is be able to map those skills and experience by committee and out of that build an education program a curriculum the other thing we're planning with the timeline is to make sure that we're getting the orientation or onboarding as it's sometimes called get the orientation developed and delivered for board members within set time periods so we're thinking what does that board members need to know be familiar with before the first board meeting I'm what do board new new board members need in the first 90 days and then what's needed annually and the example that we have here is what we think an enhanced orientation program would include not just the introduction to CalPERS but also ensuring that you have all the information you need as new board members to understand the compliance and required reporting and CalPERS is quite a complicated institution there's a lot to take on board there also to give an overview of board governance and policies ensure fiduciary training is given and the famous Robert's Rules of Order which were developed by military gentlemen in the 19th century but still give good advice on how meetings can be conducted in a respectful and in efficient way and CalPERS has traditionally incorporated Robert's Rules of Order into its own into its own policies the other thing that came through in the work stream was the idea that it might be useful when a new board member comes in to team them up with an experienced board member I think we all know this is a buddy system but at the beginning when you need to find your way around and understand what's going on in this complicated institution it might be helpful to have somebody who's there to help you get settled in I've mentioned the matrix so let's then go to the example from the investment committee so this work has already begun as you know we've teamed up with the CFA and CII to start building out the curriculum for the investment committee and what we're thinking is what is the body of knowledge that all board members sitting on that committee need to have in order to prepare for big decisions that need to be made further down the road so we started with risk return and benchmarks in May we've just this week had an overview of global fixed income next we'll be moving to global equity in our August board meeting and then in the autumn moving to the private markets so that we can look at real assets and private equity to give all board members a really thorough grounding on the key issues in those asset classes and then we want to wrap it up with a session on asset allocation and liability modeling just to tie all the asset class training together so that's just an example and what we'll be doing is moving through each of the committee's with the same approach identifying what the key bodies of knowledge are and the skills that are needed and building out a curriculum with outside independent expertise to help the board gain and improve the skills that they bring to bear when their own committees the second work stream reflects another issue which surfaced through the board's self-evaluation and that's a need to clarify roles and responsibilities in the complex structure that CalPERS has so the goals of this work stream which is led by President Henry Jones and Betty Yee the goals are to revisit the committee structure and composition and check that maze are all at their highest and best use review the role of board consultants and also explore equitable allocation of remunerated board time recognizing that board members have very different arrangements that allow them time to fulfill their responsibilities so in terms of what we'll plan to deliver is looking at the documents that set out roles and responsibilities obviously at the highest level this is the California Constitution that's what gave birth to CalPERS many years ago during the Depression in the United States but also then look at the board's delegations to committees these are the documents which give authority to the committee's to act on behalf of the board and then the committee delegations themselves which set out what the role of each of the committee's is and out of that gained a better understanding of out of the six committees many are connected some have shared responsibility for big topics like asset liability modeling but make sure we've got this all set out with real clarity so that everybody can understand the board and the committee's and how they interact we're also going to make sure in the documents that there's clarity around the delegation to the chief executive officer this is a normal part of a board delegation to the board's job is to oversee and from time to time to act and to approve but the execution is through the chief executive so the delegation to the chief executive is important that we have clarity further all board members on what that what that covers and finally touching again on the issue of the role of the consultants ensuring that the scope of and the contracts are well understood and the role of consultants in supporting the board we have clarity there too the other issue which this work stream is looking at is ensuring that the board agenda items themselves better reflect the roles that are set out in the delegations so for the oversight role the question being what's the flow of information the board needs to prepare itself for decisions but also to exercise oversight and will continue to use the annual agenda items to clarify the roles and responsibilities making sure CalPERS is checking in on best practice data and also responding to the board's own preferences so that's work stream number two so work stream number three flows very nicely on from the other two work streams and the goals here are to review the calendar and the format for board meetings look at whether it's possible to streamline the format and the content of agenda item materials some of that work is already underway we're very grateful to Dana Hollinger who was a co-lead on this committee until recently and a warm welcome to miss Middleton for stepping in to join David Miller and this is a very important area of work so the deliverables as they get called in life the first thing this work stream will be delivering is a calendar looking forward for the next 12 to 18 months are the key decisions but also the preparatory discussions that all the board committees need to undertake and making sure we've got these very clearly categorized for action for information and also bearing in mind our first work stream from the board education because the role of the board encompasses all three linking to another work stream making sure that all of this information for these three categories of information action and education having all of this available on the portal and we'll say a little bit more about that in a moment when we when we come to work stream five the other important issue for this work stream is looking at the what I think of as the lunar cycle for CalPERS board meetings the board and the some of the committees meet every 30 days apart from in October when there's the Education Forum which is another very big area of work because it's stakeholder outreach which again is an extremely important function of the board so what this work stream will be doing it's looking to benchmark meeting frequency based on industry best practices see how are the large public pension funds arrange their meeting calendar and see what we can learn about making the CalPERS board more effective this work stream will also be looking to refine the agenda item supporting documentation and the idea here is that we could have a new template for board agenda items which really gets to the heart of the matter for the board more quickly by giving you an executive summary but also background on prior decisions and the alternatives that were looked at and the pros and the cons and there's been a lot of very useful feedback on what would give you the speed read the Attic Lantz view on an issue whilst allowing you to dig deep on all the background material and prior decisions that get us to the point of the summary work stream for is around the development of a code of conduct for CalPERS board members and this again was an issue which came through from many than board members who participated in the self-evaluation which is a recognition that you can write things down on paper but at the end of the day the board's functioning is dynamic it's about people now people interact with each other and a code of conduct is intended to help set expectations for how that behavior how that conduct is undertaken by different board members rob feckner and Jason Perez are the two board members leading this important work their plan is to provide a draft code of conduct for the board which will give guidelines or if you like expectations on how board members interact with each other also with team members with stakeholders in the wider public and the idea is that it serves as a statement of CalPERS organizational values commitment and reflects their CalPERS brand so the work is underway as many of you know and the code in its draft form when you review it may include the following topics which are of great importance to any any governing body the duty of loyalty and care which is part of board members fiduciary duty set out in the California Constitution addressing potential conflicts of interest or even the appearance of conflicts of interest the process for decision-making that is to be able to come to a decision and then move on with a collegial support for the decision rather than revisiting confidentiality which is of course as the utmost importance for CalPERS members to protect not just their information but also decisions before they come into the public domain that can affect the performance of the fund and our ability to meet our investment goals and finally accountability how will the board hold itself its members our board members hold each other accountable for demonstrating not just the letter but the spirit of the code of best practice that would be an important area for this for this work stream so the next steps here mr. parez mr. Jones in the lead will be to seek discussion and feedback and eventually approval for the draft code for the board members and also to establish a process for annual attestation by board members attestation is a fancy word for saying I understand and I agree and yes and that's important probably at the beginning with onboarding so that new board members understand expectations around the code but having an annual attestation will give board members an opportunity to refresh their commitment to CalPERS code of conduct and finally as we showed in the first slide the platform for all of this good work is going to be the insight tool which Tim Taylor and Doug showed you first at the January board off-site a lot more work is underway and Tim and his team are really waiting for the conclusions from each of the other work streams so that they can start loading on the material onto the portal so the goal here is to enable board members to rapidly gain insights into key decisions and policy decisions required by the board and also to carry out the prudent oversight of the execution of those decisions and we've had three board members in to beta streams test-driving if you like an early version and giving a lot of very useful feedback as Ms Brown mr. Ruvalcaba and Ms MA the portal is envisaged that it will look back to give an archive of materials currently tim has two years of all board items all board decisions the goal is to expand that to three years and this will be word searchable so when we say comprehensive search tool this will be you know like a CalPERS version of Google you'll be able to put in a key term and pull up the agenda items and the attachments on that topic that go back over that three-year period we're also by popular request going to include a glossary of terms and acronyms my favorite finding during this process is that we use the same acronym for more than one thing depending on which committee is calling a PPO could be a prudent person opinion or in the health world it's a health provider so our alphabet soup the CalPERS alphabet soup we're going to be able to really help by having these acronyms dealt with there we'll have the 12 to 18 month meeting calendar which one of the other work streams is working on but we're also going to make sure it's your place for all the resources you need as board members so the policies the delegations the code of conduct and of course all the prior agenda and materials and research that's gone into recommendations and decisions that the board has made finally we think this new platform this insight tool is going to be a marvelous place to have the curriculum and onboarding materials so you can envisage for example with Jeff Bailey who's just been in to talk about risk and return and global fixed income be able to have the video of his presentation the slides the homework if you like the background reading that was provided to the board and have it all there so that when board members are coming to make a decision aha what do we really mean by standard deviation it's not a normal term you come across in your daily life but be able to go back into the education section of the portal and refresh refresh your thinking on that particular topic I think that's that's it I'd be very happy to answer any questions many thanks to all the board members who've been working so hard on all of this it's a tremendous amount of activity and I think it's a great credit to CalPERS that the board itself has been willing to pick up this wide range of important topics okay and thank you miss Epson oh I want to thank you for your efforts and pulling all this together and thank the board members who have been participating very actively in getting us to this point we look forward to the next update Ms Brown thank you and I do appreciate staffs work on this and the board but my colleagues on the boards work on this and I just have a couple of questions or comments I want to go to a slide for this a workstream board curriculum I think onboarding is essential for new board members I just think you know we got some fiduciary training and a little introduction but really I think this is critical also I'm glad to see Robert's Rules of Order on here when I joined I asked for a copy we were given like several pages it was like an old Xerox from the 90s and and I asked for a copy and it was denied so I'm hoping that all board members will get copies of the Robert's Rules of Order because I think it's important to know how we make a motion or how we call for a if we have a just we want a dissent so I think it's very helpful because I've made some silly little mistakes as we move forward I like to go to now page 9 which is the meeting materials I I think it's great that we're going to streamline the format and content but I hope that in streamline doesn't eliminate documentation or information that could hinder the board's ability to fulfill its fiduciary duties and I saw later on slide 12 you talked about that but I want to make sure that you know I get in a long time ago when it was all paper and binders you know that's a lot but it's electronic now and it's very easy to include the attachments I think I had a question on an investment committee where there was documents or opinions by consultants reference but they weren't included and it turns out not even our chair had them so again we want to make sure that we don't eliminate attachments for those of us who have nothing better to do than to read the research thank you thank you very much just to give the board some sense of where we are with meeting materials at the moment Simpson before you go I'm Susan I would just like to mention Ms Brown you can't have a copy of Robert's Rules and I'll see that you get a copy thank you sir okay go ahead thank you thank you mr. Jones I just wanted to give a data point to give the board a sense of where we are at the moment with meeting materials I asked him Taylor to kindly look back over the last two years for the investment committee which meets every month at the moment he found there were 511 items of information prepared by staff over that two-year period so obviously this is an enormous flow of information to you but if we were to calculate the time and effort and opportunity cost of staff spending all that time on five hundred and eleven items to miss Browns point a more efficient way is to have this available on the portal so the board members can take their queries directly into the material I think it's going to be more efficient for staff and hopefully more efficient for you too great just a few more comments page 11 where you talk about refining agenda item supporting material including background on prior decisions that is also helpful not only for new board members but for staff members I know there was a question of well with the CFO eliminating is sort of a practice or policy and mr. Jones very clearly pointed out no the board had agreed that we're going to do it this way so and he didn't know that and it would have been helpful to know that with the background materials so that's great because you're relying on basically people's knowledge as opposed to what's in the background and the board you know we have eight new or board members now so it's a little different and then I want to go on to the code of conduct and like my comments on those are just general which is I hope whatever that you come up with as a draft that that in no way does it hinder the board's ability to fulfill their fiduciary duties to stifle dissent or basically and I know you wouldn't cancel anybody's a First Amendment rights to freedom of speech and I just want to point that out thank you Miss Taylor yes thank you and thank you very much for all the support and work with us to work on these work streams and I really appreciate it and I also am appreciative of the process and how it started in getting our opinion because I think all of us being able to do the board self-evaluation enabled us to go this direction so I'm really happy that we've done this I had a couple of questions on the insight tool I cannot remember and I know you guys told me so I apologize ahead of time was this replacing diligent do we remember did you want to okay it would have the ability to replace the diligent service that you're using today that would be intent but obviously it would have to be as comprehensive as what you currently have available to you what we are building out is something that we think would be more intuitive contain more information and for example one of the pieces of feedback that I get from several of you is the how difficult it is to find prior agenda materials and the way that you have to search is by committee and by date and so this insight tool is intended to help create a better search feature as well okay awesome then I thought I remembered that but I wasn't sure so I wanted to make sure that we were and maybe as we implement the insight tool we have you know our pilot period and keep diligent until the pilot periods over and we're sure it works and right yeah we would give you the opportunity to run dual services for a period of time right and then eventually once it's fully tested by the board we would make this other than closed session material we'd put this out on the website and the stakeholders would be able to have the same capability oh good awesome thank you and then I was thinking about as we reading the insight tool and what we can go back and look at and the comprehensive so sometimes I read all the the white papers that you guys give us or whatever and sometimes I don't cuz I don't have time but afterwards I would like to be able to and sometimes you've archived the books and then I'm have a hard time finding it but I think I don't know but I was thinking if we had like a click through so it doesn't have to be part of the board materials but it can be a link that you can click on that says here's the background reading material and then if you don't want to read it you have to click on it I don't know how that's gonna work but I was thinking that might be helpful as well and those were my two things for insight thank you thank you miss melody okay Thank You mr. chair ah first I want to congratulate miss Simpson and the board for this effort this looks incredibly professional and very necessary so my compliments and I look forward to working with mr. Miller on the calendar and those issues one simple question in Robert's Rules of Order did we consider adoption of the Rosenberg rules of order and I was the Jacobs I'm not familiar with those so the answer would be no all right Rosenberg rules of order are actually the standard that League of California cities is now training Newman municipal appointees and elected officials Rosenberg is 10 pages long Roberts is voluminous Rosenberg is actually a very efficient way of reviewing rules and it is a 20th century product and I can get a copy for you and I very much recommend at least reviewing Rosenberg for most of us that will be much easier to follow if you are familiar with Roberts I think you'll find Rosenberg very easy to use great idea good thank you okay Thank You mr. Perez thank you and the only the only question or point that I wanted to bring up is when you were describing the code of conduct one of the last thing you said was it collegial way in which we interact of course we should act like ladies and gentlemen but there is a specifically speaking about because you mentioned not bringing bringing it up or not revisiting it and I'm assuming you're talking about a decision that the board makes nice from what I learned in reviewing all paperwork that that you guys provided I think it's and magically you can mr. Jacobs I'm sorry you can probably point it out if I'm incorrect or maybe we can get we get them from Dunning I think it's our duty to and not duty in the sense of you know an informal obligation I think it's a formal Duty for us to continue to advocate for what we believe is our fiduciary duty so to the extent that we may disagree again specifically for an item that we that we discussed and voted upon not for confidentiality or anything like that specifically for that one little piece I think it's our duty to continue to revisit it is that sound accurate mr. chair I think it sounds accurate but I think the question is how you do that because it would be disruptive to the proceedings if for example you wanted to bring up a particular item every session I think the there are I don't know about Rosenberg's I look forward to looking at those but Roberts there are specific procedures about when you can bring up an issue that has already been decided which side of the equation or which side of the debate you had to be on to do that and while it's I agree that you don't just give up your ability or the importance of commenting on something if you happen to be on the wrong side of the decision the question really becomes how you continue to advocate for it and to ensure that it doesn't become disruptive to the efficient operation of the board or agency thank you and then new excuse me the only other thing I had that when I was thinking about the question that I asked is is there any way we can get a a letter from from MS Nutting or fiduciary counsel to say that our board of conduct falls within his acceptable acceptable practice this is the code of conduct that you were working on yes sir if that would be the direction of the committee I think that that would be doable thank you and we'll also have Kerry Dominguez who you had all worked with on the self-assessment she'll be joining us at the off-site in July and she will give you her in on the code of conduct and how that compares to what she's seen in the industry and what best practices would be so you can ask her you know any question around best practices but I think we could also get Ashley downing your fiduciary attorney or our fiduciary attorney to weigh in on it thank you so let that be the direction of the chair to do that okay okay that would be just clarify that would be upon the development or adoption of a code of conduct yes good yes thank you mr. Miller yeah thank you um I first want to thank Ms Milton for stepping up and this is an important work stream and we've still got quite a bit to do so thanks for stepping up to that challenge certainly miss Dana's contributions because she's really been a champ on this work stream and the other thing I think I just want to acknowledge beyond the acknowledgments of staff's work on this is a big part of the staffs work on this has been helping us on each individual work stream to see the bigger picture and how they relate to the other work streams and the work of us as a board but also of staff and also of our ability to communicate and have things work in a way that's beneficial to the stakeholders especially those that really are paying attention our our the folks who I see here engage with us at every board meeting and it's important for them to be able to have a good understanding of what we're doing how we're making decisions and I think the relationship of the work streams to each other and our ability to see for example the opportunity I had to take a look at the insight tool and and have a walkthrough of it to see how the work we're doing in our work stream relates to the work that's going on in those work streams is also a real important part of what staffs been doing and supporting these work streams and I think ultimately it will benefit everybody because when I see the volume of material again and I just imagine the challenge for someone who is an engaged member in our audience with one of our stakeholder associations or just an individual interested member how daunting it is for them so I really appreciate that staff recognizes all those aspects of it that just the two individual board members on each work stream can't really cover without that kind of assistance and kind of facilitation and a glue that holds the whole thing together and puts it in a holistic framework so thanks for that so that says keep up the good work okay no further questions thank you okay thank you Miss Simpson okay we will move now to item 7b that's reporting a board members overseas travel yes thank mr. Jones there is an existing provision in Robert's Rules of Order which covers which we've been incorporated into the document which miss Brown mentioned earlier which actually already covers this as a Roper as a request that when board members travel there should be a report back on the activities and some comment on what was learned and what can be shared so I appreciate that Miss Brown doesn't at the moment have a copy of this document and mr. Jones you've said this will be provided so perhaps miss Brown would be able to take a look at the existing policy and make sure it takes all the boxes but as we look at the the next version of Robert's Rules of Order it might be that we can put that into more clear and plain language I appreciate it's quite a an old document but it's a firm foundation on which we can we can build you this item came from one of our stakeholders and I think that the focus was to be what was learned for the general public was the nature of the question so if you can look at how we could come to grips of reporting out through the governor's committee that I think that's where the focus that our question was we'd be looking for his committee direction that you would want us to place on future agenda items a report out from any board member who traveled and we we say overseas here but I think the stakeholder input was that any travel that's done by the board that there would be a report out so people could understand the purpose of the travel what was learned in the travel and how does it apply to CalPERS and the road board I think give some thought about what kind of travel because I know I go out 15 times a month to stay colored retiree chapters and I know Miss Brown goes out 15 times and perhaps and and I know that others go out on a regular basis I don't know if that's really what we want to I think they were more educational conferences in particular conferences and in particular overseas conference okay good okay okay we'll follow up on that okay thank you we do have a couple of requests to speak on this item mr. fountain Fontaine and mr. burns please come up you will have three minutes so you come oh you did before you start speaking mr. berry come on up but we have another car from blog members first sorry great I'm hoping that a miss Simpson can look at maybe what other agencies do in terms of travel policy or reporting out I don't expect a verbal report here but maybe something even that's just automatically on our travel claim when we do it that basically says you know what we learn like I just spent a week at Wharton you know I know that you probably don't want to know what not to order at hometown buffet but I could tell you that as well but I think more importantly what we learned then any materials that we might want to attach and share than other board members could look at it especially with the new insight tool and and just to be clear mr. Jones you did not deny me the copy of Robert's Rules of Order but I did try to go and buy my own copy and there's like there's like 40 versions of it I'm really looking forward to the 10 page version I'm hope I hope our legal counsel tell these tell us that that'll work there is no 10 page version of Robert's Rosenberg Rosa Rosa yeah but no I had looked and there's all these different versions I had no idea which one to buy on Amazon so if we just know what version we're using here that'd be great as well but maybe we'll just use the 10 page thing and that'd be great so thank you Miss Taylor just and I'm sorry guys oh yeah quick I just wanted to let everybody know that we do fill out for our own firm because we have to have education credits so we do fill out education credits when we come back from each travel I was thinking the person that made the request kind of wanted a public overview so yeah that would and then we could you know have the video of that available on the inside tool but I mean I think it's important when you go to inside or when I go to pri or whatever that we we let the public know what we learned and do a quick overview statement so okay okay who's first Thank You chairman Jones and members of the ten barons president of California State retirees one of the requesters of this item and supporting I I think it can be as small as your attendance at one of our chapter meetings and a stakeholder ask a a good question and there should be some way for you to be able to share that information with your fellow board member at least if nothing else just a written report all I've heard in the last seven years where he went and how long you were gone and it's approved so that doesn't tell me anything about the complexities of the let's start with Wall Street I know that several members in the past have gone to Wall Street and met and talked about investments I think that's a valuable piece of information for me as a stakeholder to know what's going on with CalPERS board in Wall Street I also think it's important to know when you go overseas how that impacts the investment of CalPERS and the complexities of what's going on overseas versus what's going on in the United States and how the two work together and how it affects the state stakeholders in the bottom line how it affects the unfunded liabilities of CalPERS so I think it's a really good idea I don't have any dog in the fight and how you do it and what the end product looks like but I just hope he will start reporting it out in some fashion thank you good morning board members I'm Jerry Fontaine and chief financial officer for the California State retirees I can only mirror what president Barron's has said and what miss Frost has said in previous conversations I've had with with Henry he is spoke of his personal travels on behalf of CalPERS and I found it very interesting as to the scope of what goes on in foreign countries with foreign investments and it gave me a better understanding of the need for the board to continue doing this so having heard what is behind this travel and the importance of it is very important for the board to continue to let the stakeholders know the details of what's what's going on and what you're doing on behalf of the stakeholders thank you okay thank you both okay okay now we will move to item 7c summary of committee direction mr. Jacob yes I think I have two one is to work with staff to get copies of Robert's Rules to whichever board members would like them I would note that on the version issue there's really only one official version then there are multiple people who have edited them in different ways or provided commentary or the like so we'll take a look and make sure that it's the best one I've also got to take a look at the Rosenbergs rules which a colleague of mine in the legal office just emailed me which he could do because as Miss Middleton said it's only ten pages and the couple pages that I was able to read look very clean so I look forward to looking at that I will note that it is in the board governance policy that we follow Robert's Rules so it would just be if this is something that we wanted to do we would just need to make bring it to the board and make that change but they look interesting okay thank you Matt you're welcome to and what's the second one that was the second one look at Rosenberg's rules okay in addition to the wrappers okay let me see I thought I'd test something else no it was direct Jason yeah oh yes that's I'm sorry upon the adoption or the closed adoption or be getting close to the adoption of a rule excuse me of a code of conduct we would ask miss Dunning to take a look at that and give us her commentary and her views that that conforms with fiduciary duty right okay okay thank you very much well with that then they I have no requests from the public to speak and as a public comment so this meeting is a chart and the board of administration will begin let's say it nine 1550 that enough time okay

Whole Board Governance Training 06-11-2019



you you you you you you good morning and welcome to a special meeting of a Cobb County School Board this is our whole government's governance training we are required under statute to have continuing education who's elected board members and so this is the time we take to make sure that we are getting in our hours and we have a special guest to come in today mrs. in de Bowie from the Georgia School Boards Association will be conducting the training we'd like to welcome her and turn the meeting over to miss Bowie thank you so much for coming good morning I'm glad to be here as the chairman has said this is whole board governance team training as required by law and so we are going we have three hours of training this morning at the end of that time I will give you a form from the Department of Education ask each board member to sign to the far right of your name if any of the information included on the form is inaccurate would ask you to just do a strikethrough and make the correction because this is the information that Georgia School Boards Association has on file for you and that's the way we get in touch with you so first I want to offer you thanks for the invitation to come to Cobb County spend some time with you recognizing that school boards are required to participate in whole board governance training every year I know that you have choices there are other vendors who are approved to provide this training and it's not only the vendor but the individual trainers have to be approved by the state as well so I thank you for for the invitation and for selecting Georgia School Boards Association to do this but before we begin I do want to remind you that G SBA is your membership organization okay as a member of the State Association you have the opportunity to take advantage of what G SBA has to offer including the development of legislative priorities some of you did attend the summer conference in Savannah recently is that correct okay all right so at that time the priorities were discussed and voted upon and I mentioned that because it's important that you as a school board are aware of your opportunity to present legislative priorities through g sba and i hope you will take advantage of that because those are the things that we then take to the state capitol to ask our legislators to endorse on behalf of school boards all around the state so I'm just mentioning that because the individualization of school boards is sometimes problematic you are a member of you know which district you're in for G SBA okay y'all can talk to me I'm it do you know no it's the seventh and I'm glad to know that I need to say a little bit of something about that you are in district 7 and I would encourage you to check it and make sure that you know who your district representative is to the the board of directors that is the person with whom you can be in contact to make sure that G SBA is aware of any concerns any recommendations you have it is also an opportunity for you to interact with other board members around the state are you as board members aware of the GS be a hub okay that is the social network for school board members and it gives you an opportunity to interact with others around the state at no cost you don't have to incur travel etc so I would ask you to take advantage of that and I will check in my bag and see if I brought you the information about the hub if I did not we'll send it to you if the superintendent will remind me okay okay so please take advantage of things like that so that you can be more connected you don't have to be an island and I will just say to you in metro Atlanta our school boards tend to be a lot more isolated from other school boards we talk about Atlanta and the rest of the state it does not have to be that way although some of the other districts are significantly smaller and they're in in odd areas in the state they have the same situations the same concerns that you do so please keep that in mind and try to work with each other share information ask questions etc am I making sense okay I've been relegated to stand behind this podium and it's killing me but I know that I have to do that so I'm very uncomfortable but if I walk away from the podium just wave me back over here okay so in your packet you should have several items I think you have you should have five or six pieces in in your packet one of them is the policy update from G SBA the other is a sheet with expectations for the superintendent expectations for the school board your agenda and I'm sorry I'm not doing it in the right order but I don't have a copy of it your agenda indicates what the topics that we're going to cover this morning and I must say to you that those topics are the ones that are approved by the Department of Education those are the the domains that the department requires for boards and on the reverse side of your agenda are the objectives for today's meeting do you see that okay there is also a one-page evaluation I have given that to you now and I will ask you to keep it syllable and go ahead and go through that as we move forward today because at the end you're gonna want to get out of here and you're not gonna want to have to stop and do that there is a small area at the bottom of that evaluation for you to write additional comments it's not much room but the reverse side is blank so you can write whatever it is that you need I'd ask you to do it so that it's legible and give constructive criticism if there's something that I focused on that wore you out say so otherwise the next time Gs be a comes to present guess what you're gonna get the same thing okay so let me know and and it lets G SBA know what we need to do to improve you do not put your name on that paper I don't know your handwriting so we should all be fine let's see there is also the GSB a a copy of the GSB a ethics brochure that is the colorful document we'll be using that and there's something else I can't remember what it is okay but everybody has the things that I did mention right okay all right as we begin I want you to approach this workshop as an opportunity so the first thing I'm going to ask you to do is as members of the governance team let go of the need to be right let go of the need to be right and I say that such that we can hear from other members of the team digest what it is they're saying and take it to heart even when one doesn't agree we don't always have to be right please also let go of the feeling that you already know what you need to know for success as a school board member that is especially inherent for veteran board members but the state insists that we go through this training it may be material that has been covered before but when we go to church and they do the announcements over and over again it doesn't hurt does it okay let's agree that to admit that there's always room for improvement whether you're relatively new to the board or even if you're a veteran in public education there's constant change so an open mind is essential and it's my hope that following our time together that you as a team may be willing to agree to try some new ideas so you can do the best job possible for Cobb County students now I'm going to admit to you that I am reading from a script that I created for myself and I'm doing that because I spent 17 years as a school board member and as school board members and elected officials we get a microphone we lose our minds I don't want to digress and go off on a tangent so I am gonna use the script but please participate with me stop me make comments ask questions I don't know everything but I know a lot whatever I can't answer I'm going to admit I don't know and we'll get the information for you later is that fair okay so please use your your your PowerPoint handout and that may help you to follow along one of the thorns in the side of many school boards is undue influence focus on matters of relatively insignificance or just a preponderance of information that is not meaningful the governance team must be willing to spend its time deliberating and moving forward on substantive ideas that will support and enhance student achievement what we know most about school boards is the dysfunctional teams because those are the ones that make the news am i right okay dysfunctional teams are absorbed with adult issues things that have nothing to do with students and their academic success so please keep in mind that the most important things in the life of Cobb County schools are not things the most significant focus for you is what students absolutely so to that end let's try to agree with the concept that is a little bit different from where you may have been as an elected official you are truly unique although elected by districts I think you are here in Cobb County right your duty and your loyalty cannot lie with the electorate now I know that the room is not crowded but there are individuals in your community who will hear about this and who will hear it and I say it unequivocally your loyalty has to lie not with the electorate you are accountable to the citizens of Cobb County but you must vote in support of initiatives that satisfy the needs of these students as opposed to the wants of the voters now that's not what our citizens want to hear and I know that one of their favorite phrases is I put you on the school board I'll make sure that you get off do you hear that from time to time so I would submit to you that we have to veer away from the r-word do you know what our word is it is re-election it is absolutely re-election if the focus is on being reelected I can say this because I am retired you're in the wrong place that cannot be the focus the focus has to be on students and what is best for them and this is typically not palatable for the community but unlike city councilmembers county commissioners state representatives etc an effective school board member will often have to sidestep the wishes of the community you have to look at matters globally and you're often privy to information citizens haven't reviewed not to say that they are it's nothing to do with their intellect it's the time that you devote to the information that comes before you as you prepare for meetings and typically it is voluminous is it not if you offered it to citizens they are unlikely to want to spend that kind of time reviewing it so you digest that information and then you make a decision about doing what is best for kids your meetings are open but you don't have a standing-room-only crowd that is not different from other school boards not only around the state but around the nation people show up when you're talking about football cheerleaders if you're rezoning or if you're talking about the millage rate but other than that there's not a tremendous interest in the school board you however have to be concerned about students and it's not just the students who live in your neighborhood sometimes it's students who don't look like you who don't go to your church who don't go to church at all some of them don't speak your language some of your children are in wheelchairs and communicate through a computer they're different they are alike but you have to be concerned about globally about the students throughout Cobb County am i making sense okay let's keep that in mind and recognize that the most important things in life are not things so let's go on to talk about the school board and what it is you do and I'm asking the question about who makes the decisions for Cobb County Schools and Cobb County school students it's essential to recognize that you are a governance body so what is it that you deal with generically you deal with policy absolutely you deal with policy and your superintendent and his staff deal with procedure okay can we agree on that I think that we agree on it idealistically and then we get caught up in the weeds the board is responsible for what I call the what and the staff has responsibility for the house so board members should not attempt to tell the staff how to do their jobs because the school board does not run the school system now that is a news flash for our neighbors because they want you to fire and hire the football coach they want you to change the bus stop they want you to determine who's gonna wear uniforms and who's not all of those kinds of things many of which are operations and not policy okay are we in agreement okay it's very quiet in here okay that you can fight me on huh okay well I'm gonna just hold on okay so the board is in place to offer direction to see that the school system is run well and and the thing that you have to remember is there is a huge difference between the two the people who are sitting to my left I assume are staff members okay they get paid to do what they do and while you glean some money it's not a salary what you do is public service and I encourage school board members to recognize and remember that because the focus cannot be on the kinds of things that they do they come forward to the board they give you information you have the opportunity to ask questions but the fact is they have been hired to do a job and the board must trust its staff to do that job and to do it well but the other thing is that the buck stops with superintendent she is accountable for the performance of the staff because they report to him and not to the board okay okay okay so let's talk about the board and I do want you to interact with me here if I'm saying something that doesn't work for you say that and let's talk about it there are some gray areas when we talk about the board and the superintendent sometimes things seem to run together but we have to remember that school board members must stay in their Lane all right okay so the Supra that the board you represent the public and you do serve as liaison between the school district and the community but what that means is that you work with the administration to establish rules that govern students and schools now when it comes to hiring who is it that your hire you recruit you hire and you empower the superintendent to be the educational leader of the school district you're also responsible for performance evaluation right okay you participate in learning opportunities to improve your governance skills and that's what you're doing today and to better understand your role as school board members so I would just say to the board regardless of the number of years you've spent as a school board member there's always something that can be learned I mentioned that I was on the board 17 years subsequently I had the opportunity to sit in new board member orientation from time to time I learned something new every time I'm there so please be willing to accept that and recognize that some things have changed some of you may remember what things were in place before August 22 when that policy update that I've given you was written I think there's at least one board member who was on the board before that that took place that was a big change you also approve the planning process that includes stakeholders in developing your long-range strategic plan for student achievement now you tell me do you have a strategic plan you do what is it okay okay how did you develop that strategic plan meaning what okay and you did it in a week come on it was a long process months okay and so when we say stakeholders we know what we're talking about but you are talking about some staff citizens business leaders some board members a lot of people participated in that process so they went to meetings right lots of meetings and I can see by your response to me that you just get excited about coming to meetings don't we all I mentioned that and asked you have you memorized your strategic plan nobody it is too voluminous for anybody to have memorized it but I would challenge the board members to select one thing from your strategic plan that pushes a button for you and be able to focus on that and have a 30 second elevator speech for your constituents relevant to the strategic plans something that you can share with people to say this is what we planned to do this is how it has changed when did you last do the strategic plan and have a major production of it how long ago was that probably around 2010 2011 was the major okay okay so it's been a minute and you'll be coming up on a time to revamp it right because of the amount of time people spent being involved in the production of that strategic plan that's why I'm asking you to be sure to have something that you can share with them some of that that you plan to do probably did not go exactly the way you had hoped there were some changes that have been made and there going to be some changes made as you revise the plan is that right yes sir we also have each school develop a strategic plan and review their trusty strategic plan eighth year we still have that in place right okay okay there's a living document by sight that's exactly what I'm trying to get to that it becomes a living breathing document and I'll assume too that during board meetings you reference the strategic plan from time to time is that right even if you don't say it specifically that way the agenda items for your meetings are relevant to parts of the strategic plan is that correct okay it's important to help the community to know that so that they recognize at the time they devoted to working with you on that strategic plan was not wasted so please keep it alive before them especially those parts that aren't working out because everything doesn't go the way exactly the way you planned it okay so that's important the other thing I would ask is does the board participate in self-evaluation no no formal process okay that's not a requirement you are required to evaluate the superintendent how often annually yes the School Board is not required to evaluate itself but you remember I said at the beginning be willing to consider some new ideas self-evaluation is one of those and self-evaluation for the school board doesn't mean pointing fingers at another member of the board it is looking at the board as a unit how are we perceived by our community how do our meetings go how do we interact those kinds of things GSB a George School Boards Association does have a self evaluation instrument if you take a look at it it might be something you'd want to use or you might want to check with another state and see if other districts have self evaluation instruments that you could use do you have an annual retreat okay yeah and I understand how that goes if you're having a retreat that's a good time to utilize a self evaluation instrument to look at the board honestly and to make some improvements so I would ask you to consider that and I'm sure that the attorney is writing that down okay as far as policy is concerned that's another area for the school board but you don't write policy do you does a board write policy no no you evaluate policy recommendations that you get from the superintendent right I mentioned that because sometimes people come on two boards thinking that they are going to create policies it does not mean however if you think that there is a need for a policy you could make that recommendation to the superintendent he and his staff would look at it and come back to you is that right okay the other area of your your responsibility is finance you establish priorities for from financial management of the district and you provide leadership in securing community support for the budget last night there was a nearby district I'm going to say who it was because it made the news the cab County had a hard time getting its budget passed and part of what you have to do as a school board as a governance team is to communicate with residents so that they understand what it is that you're dealing with when it comes to the budget for example before you got on the school board did you recognize that there was a capital budget and an Operations budget did you know that sometimes members of the community will see you making a renovation in a building and they want to know why are you spending money on this building when that could be going to somebody's salary have you ever gotten that question okay and and you know now as school board members that the capital funds and the operations funds are separate and cannot be exchanged correct it is incumbent upon you as leaders to share that with the community again it doesn't have anything to do with their intellect they just don't know when it comes to what recently happened as far as the salary increase promised by the governor was that an easy fix for you it was did you explain it to your community so they'd understand what that $3,000 means and for whom that's the role of the school board and the superintendent you've got to help people understand what's going on as far as that's concerned you also adopt policies for accounting for school funds and for reporting information through the board to the community okay I know that you look at you get a financial report every month quarterly okay and when you get that financial report what do you do with it you review it you ask questions you don't go line item by line item theoretically what you should be looking at is is this where we were at this point last year if not if there's a gap what are we gonna do about it generic questions on what you asked about the fiscal operation and you trust that your chief financial officer and your superintendent are looking at things critically that they're giving you accurate and up-to-date information correct that is the role of the school board member when it comes to curriculum do you write curriculum some school board members want to okay but you receive information about what curriculum is is being developed what's being presented to students one of the things that we do in public education is we have a propensity for adding new programs don't we adding them adding them so the school board has the responsibility to ask if we're going to add this new program is there anything that we're going to stop doing what's not no longer relevant what's not working anymore can we remove that because otherwise we've got a pile of stuff that looks good on paper but isn't doing anything for students right okay the last place that I want to spend a just a minute on is personnel the board establishes criteria to be used in hiring and policies for personnel management and that can include staff evaluation procedures but the board is not should not be involved in hiring staff other than the superintendent in performing performance evaluations for staff in looking at personnel records am i right okay it's important that we understand and recognize that because the community does think that you hire people who hires the staff and in this district superintendent and the superintendent comes to you with what when it comes to hiring staff what does he bring forward to the to the board the recommendations now you have the right to vote yes or no on those recommendations correct but if something comes forward from the superintendent and you have a question about it what do you do with that you ask that question and you try to ask that question in advance of the meeting to give the superintendent and his staff an opportunity to do the research and come back to you with valid information okay when it comes to things they go on with the board and the superintendent the mantra has to be no surprises am i making sense okay so you don't want to surprise each other you don't want to surprise the superintendent you don't want him to surprise you and the worst thing is even though this room may not be crowded you have somebody sitting in this audience and it becomes very obvious when an item is presented that there's somebody sitting at that board table who didn't have a clue that that was coming forward that's not a good look so no surprises please PLEASE board members ask your questions of your superintendent in advance of the meeting if at all possible sometimes it is through the presentation that a question will occur to you and it's okay to ask that question at that time it's helpful however if you'll make it clear that it just occurred to you okay when it comes to personnel you should ensure that job descriptions are in place for staff those job descriptions are generic you should act on the superintendent's personnel recommendation you act on disciplinary tribunal appeals after thorough review of the information that was given to you and again you recruit hire and evaluate the chief operator officer all of this is part of what is considered the what that is a responsibility of the board the what and the foundation of that is Trust in order for the board to be able to work together as a team and with the superintendent there has to be trust and Trust is earned it doesn't come automatically it is earned so your track record speaks for itself so I would implore you to do whatever you can to develop that mutual trust and mutual respect the superintendent respects your position as members of the school board you respect his as the leader for this organization okay any questions okay so we're clear as to what the role of the board is generically as individual board members executive session is not the only arena in which confidential information is shared so whether the superintendent or the board chair or the board attorney or another board member has divulged private information effective school board members must refrain from sharing anything that might put the school system at risk now I'm looking at the board attorney because I'm sure that he will shake his head or give me some kind of a body language notion if I'm if I'm inaccurate but I think that that is essential goes back to that trust the only way you can establish and maintain trust with each other is to be able to respect confidentiality and I would say to you that when a board member does breach that confidentiality not only does everybody know it by the time you hit the parking lot because your cell phone is ringing but based on who we are and the way we speak we also know who divulged the information now the board may not sit at the board table and point a finger at the person but they know am I wrong okay okay so it is it is essential it is tantamount to the success of this school district that you maintain confidentiality the other thing is that children must always come first I mentioned that earlier yes you've got constituents who elected you but your loyalty has to be the children their needs and their best interest has to be considered so that student achievement can improve good school board members must ask themselves especially in school board meetings what does this have to do with student achievement so if you're sitting in a board meeting and you've spent 25 minutes on an issue and you ask yourself that question and the answer is nothing then it's time to move on okay can I get a nod or something yeah no thank you it's an important question at all times but especially during meetings so please keep that in mind the other thing is that once a board the board has taken action that is the board has voted it's the responsibility of members of the board to be supportive of that action now I'm going to say something to this because I know a couple of years ago there were a couple of school board members who went to the state legislature and suggested that gee SBA and others were trying to infringe on their freedom of speech rights with this very statement let me explain that the way it was presented the legislature acted but what we are saying is you have an opportunity to express your opinion when is that during the board discussion you have the opportunity to be recognized to express your opinions so it's known when you agree and when you disagree but when the board has voted the state law says that there is a majority action when the majority of the vote is in favor of something it passes and that is the decision of the board it is your responsibility to help support that decision and I think that what we're basically saying is don't sabotage the School Board's decision you've had a right to speak your mind you should do that the board member who sits at the meeting and says nothing and then votes no does a disservice to the other members of the governance team they need to know what you're feeling they need to know when you're opposed to an action but once it has passed the board it is your responsibility to support the action of the team is there disagreement about that we're good okay sometimes that's hard I'm gonna give you an example I chaired the Fulton County Board at one time and we had a vote a lot of discussion about an increase in our pay I think at that time our monthly pay was something like I don't remember what it was but anyway it was a nice little piece of change especially when we compared that with other districts around the state some of whom get don't get anything some of whom get paid a small stipend per meeting the vote was six one I was the one but I was also chair of the board so you take that recommendation to your delegation and ask them to support it because that's the way the salary the the payment is increased it was my responsibility to do that as chair of the board now there is a God something happened with that that was when the gas prices just went way up and Fulton County was having a lot of problems with all those school buses so the board decided less hold off this is not a good time put that forward yes so I didn't have to do it but I was prepared to do it and so that was something that was significant to me I didn't support that at all but it was my job to support it for the board does that make sense and so I was gonna have to go forward and speak for the board not go to the delegation and poopoo it but to speak for the board in support of it that is what we have to do in this work as school board members and let me say one other thing this whole thing about whole board governance team training came down from the State Department of Education because they obviously feel that the board and the superintendent need to work together as a team I don't believe there are any other elected officials who are required to do training and who are required to do it as a team am i right okay so the requirement for you is essential because it is expected that you as a school board governance team will work together so please please please keep that in mind okay effective board members are the liaison to the community I mentioned that before you're responsible for advising other members of the governance teams as to things that are being discussed in the community if you hear something when you're pumping gas at the BP station you know it's totally inaccurate they're saying this about the school board you bring it back correct okay you share that information so that everybody can have it at about the same time and you all can have an appropriate answer it's not scripted but you want the board to be speaking from the same page want everybody to be saying the same thing if someone in the community here is something from this board member and the exact opposite from this board member there's a big problem so it's it's very important that you share information that all of you get information at a bow the same time and therefore the superintendent knows how to reach each of you correct okay some of you are morning people some of you are not in retreat it's important to share that kind of information if you're not a morning person then a 7:00 a.m. call is not gonna make you happy and the exact opposite for those who are night owls okay the other thing is whatever information has been given to the school system needs to be consistent your phone number needs to be accurate if you're asking for information by email you got to check the email if you're a text person all of that is important it's important with the superintendent but it's also important with other members of the governance team there are still members of school boards around the state who don't do email at all but if you've got somebody on the board and they don't do email you got to reach them where they are okay so the thing that happens in a board where you have seven members is that sometimes you have a unit you have two or three board members who are closer than the others when you share information with the two or three that you've been closer to that is not appropriate to leave it there all members of the team need to get the information at about the same time when you share it with just a few and for this seven member board that would be if you share it with just three other people what are you doing well you're counting votes that's what you're doing not that you're necessarily doing it together but if you contact three other members of the team give them the information and agree on something then you're counting votes and you're saying I got my four I don't need to talk to the other three please don't do that please make sure that everybody gets the same information at about the same time any comments okay I do also want to share with you that school board members you're often approached in the community by individuals who give you information that's specific to situations they are experiencing typically that would be parents but this is not a time for a school board member to promise to handle it every district has a chain of command I don't know what yours is my hope is that every member of the governance team does know what your chain of command is some districts have business cards and on the reverse side of their business card they have listed a chain of command so they can hand it to a constituent who is asking for something the point I'm trying to make is that you should not involve yourselves as individual members of the team in fixing things for friends for neighbors for people who live in the community rather help them to know how they should process getting the information that they need so the chain of command it should be written down somewhere hopefully each of you has it but you need to be clear as to how that works okay okay and remember that as members of the team you do not speak for the Board of Education without authorization and that means if a decision has been made by the board that's your authorization if the board is discussing something you can't speak for the board and that includes the chairman nobody speaks for the board until and unless authorized by the board and who speaks for the district the superintendent so board members can't speak for the school district you can speak for the board relevant to what the board has decided and when you have disagreed with something that's the focus that you want to have well I didn't agree with that vote but the board has decided and you go on to explain what the action is gonna be okay all right when we talk about school board members there's a list there of the expectations of school board members and I also gave you a sheet of expectations it has two columns and I think at the bottom of the sheet there is a picture of books on one side it has expectations of the superintendent and that that indicates what board members expect from the superintendent do you see it it's a one-pager yes that's it it's a stack of books on the bottom always on the bottom of the step sorry okay that is kind of a suggestion of things that you can consider especially because school board members tend to have expectations of the superintendent without recognizing that the superintendent has expectations of the school board members the things listed on that particular document may not all be specific and relevant for Cobb County schools but it's something that you can use you can tweak it and make it your own so when you have your next board retreat that might be something that you could consider well somebody's not and so I'm happy those are the kinds of little things that can make a difference sometime because not only did with that document serve the governance team but it's something that you could show and share with members of the community so that they could understand this is what the superintendent and the staff expect of us as members of the government's team this is what we expect of the superintendent okay and I don't remember from whom I got that it was a district in another state I failed to keep track of the name of them so I'm admitting publicly I did not create it GS ba did not create it somebody did and I just can't tell you who all right any questions okay I mentioned yes sir thank you I want to interject just a question to see if we can tap into you as a resource because I know that you have the benefit of talking to lots of different school boards and following what's going on with different school boards and so I guess I'll ask it this way it's really just an open question what challenges do you see school boards facing with some of the things that we've talked about this morning what are the I don't know if you want to call it hot topics or key things that other boards are trying to get through with some of these challenging concepts the big one is personal interaction the relationships I am gonna give you a pen back the relationships with board members when there is strife at board meetings it typically doesn't have anything to do with the issues it's dealing with personalities and that's when boards need to make time for retreat the other thing that I see an awful lot is a lack of consideration for the role of the superintendent and staff and that's why I kind of focused on that I don't necessarily know one board from another until there is mess but when board members decide that they are going to go and give direction and and make significant requests from staff people that creates a problem because you're the board I don't care if y'all went to kindergarten with somebody who's working for the district when you go and ask a question there is an obligation that is felt by the staff person so that that can be a big one the other one is you ask about other districts office the other one is the disrespect that is demonstrated not only for other members of the team for but for the people who come forward to a podium like this to present information I mentioned asking the superintendent ahead of time about recommendations with which you might disagree but badgering a staff person who comes forward and and I would just have to tell you that for the most part staff members are nervous about coming before the board they just are and so when they get questions and they cannot answer those questions it is degrading it's they make they feel incompetent and they dread coming before the board just asking inappropriate things having staff people do individual things so it's board members acting as individuals rather than acting as a unit and expectation of oh here's what it is it's the board feeling that they're royalty when I arrived people must bow down don't you know who I am that kind of thing it's a major major issue and making promises to individuals in the community sometimes that happens during the campaign running and sometimes it's simply because a person who's running for the board for the first time does not realize that he or she cannot do anything on their own so I think those are some of the major issues the final thing is the behavior and a board meeting and we're going to talk about the board meeting but it creates it wreaks havoc for a board because then the community disrespects the board yes sir can you expound on the situations well we have some districts that have board members has been board members for 20 or 30 or 40 years and and that's majority of them and then we have some board members are some districts to have forwards that turn over rapidly so what are the problems that you see mainly in the ones that are longevity now this is gonna be generic because I've got people popping in my mind and I'm not pointing fingers at individuals but when a board member has been on the board and we've got some in this state who've been on their board more than 40 years and sometimes they're very good board members but we get ingrained in certain things if you're still working you have a route that you take to go to work every day right if it happens to be Sunday and you're going to church you find yourself going up 75 north and you say gonna die pastor you just do things because you do them and they may not be relevant any longer when a board member has been on the board a long time their favorite phrase is that's the way we've always done it and you think in terms of something like in the in 1990 when boards were asked about cell phones I was a board member and I was one who was adamantly opposed to students having a cell phone in school it was ridiculous what kindergartners have cell phones now so being able to accept that things have changed but here's part of the issue one of the reasons sometimes that a board member remains on the board so long is because generically 70% of our population don't have kids in school so they're not paying any attention until you start dealing with the millage okay so they're not paying attention and the person gets elected over and over again because they're the incumbent and people just aren't giving them any consideration that is not to say however that a person who's been on the board a long time can't be a good board member all right I think that the other thing that can be difficult is when you have a major change in the board all at once I know that at one point I don't know if they still do that the Atlanta Board of Education used to be voted on all posts at once I don't know if it's still like that but many years ago there was this campaign somebody got upset and they the whole thing was erased the board anybody remember that I know I'm not the oldest person in the room but that's difficult because you need some institutional memory it is important to have somebody who remembers this is what we did this is why we did it whether or not it worked so I think the balance is good when you have people rotating off from time to time that can be extremely helpful did I answer your question in a lot of ways I'm just curious about you know what kind of problems does longevity a board members actually created in the relationship with a superintendent because I could see and I've heard that it's not always good at that you know it's my small district the board members have a whole bunch of relatives in the community so those relatives have certain wants and it may not be best for the school system or what the superintendent wants to do so do you run into that situation in these smaller districts absolutely because in smaller districts almost everybody is related to almost everybody else so regardless there's there's going to be that issue when the law changed and there was the the thing about a person on the board and or the superintendent not being able to be related to an administrator remember that okay in small districts that was a major problem because really everybody is related to everybody else but it also has an effect on the the matter of personnel because board members want their brother-in-law's daughter's father whatever to get a certain position and they insist on it and they are more willing to go to the superintendent close that office door and say now look this is what we're gonna do so that that can get to be a major problem but again I want to put that caveat in because I'm seeing faces come before me of individuals who have been on their board a long time there's one situation where there's a board member who's been on more than 40 years the superintendent has been there a long time obviously they have a relationship I don't know whether it's good or it's bad but superintendents still there so it can be problematic but I would say it doesn't have to be remember what I said a little earlier what a school board member no no no what an effective school board member must have is an open mind because education is changing things are changing people are changing the other thing to know is when you receive even one new person to the team and that can be the superintendent or a board member all bets are off things you know some things are moot and that is why I'd also recommend to this and any other board I've worked with whatever it is that you do put it in writing I'll ask some times do you have criteria for the public addressing the the board oh yes and this is what we do but it's not written anywhere so whatever your norms are your protocol do you have a board protocol board operating procedures okay that's in writing and the board needs the opportunity to review that periodically the board retreat the self-assessment look at those things because the board is not exactly the same as it was and that doesn't have to be bad so if board members have the open mind regardless of their longevity the work can be successful there are issues sometimes we don't know about there was a board where there was a lot of strife with the board chair I found out he couldn't read he could not read not well he couldn't read now that the superintendent knows that they're able to work it out he was elected okay mr. Borden thank you I think one of the things that catches my attention in in your presentation is to be lifelong learners on the board and I think that one of the things that helps me tremendously is getting out and seeing different districts or different ways that things are done good or bad which I I believe provides context and I believe a slippery slope for any school board member is if you just only the only thing you're predominantly what you experience is that school district terms of what's done how it's done things of that nature I think that could be a slippery slope to what you were saying about becoming stagnant and not even realizing that you're stagnant but I have found that that's one of the ways I try to stay sharp is making sure that I'm constantly having conversations with other people from other school districts and teachers and getting out the state and seeing things so that because I think if if there's an appetite to be a lifelong learner there's a very good chance that you can be or become an effective school board member points well-taken I think that speaks to what we talked about a little earlier we talked about the hub the GSB a hub how that can help you that social media network with other board members around this state if you have the opportunity to attend the National School Boards Association conference I don't know how many of you have ever gone but that is the the best part about an NSBA conference is being on the shuttle bus it absolutely is because you're seated next to somebody who could be from Hawaii or wherever else and you get an opportunity as you're waiting through the traffic to talk to somebody else about things that are going on the exchange of business cards so you have some one else to call talking to someone from the state of Florida where the Sunshine Law is so very restrictive for school board members I believe that it's still that they can't even ride to a meeting together you know so sometimes just finding out that things are different in other states you know the districts can be amazing there are things that metro Atlanta school districts can learn from people who are in rural Georgia and I think that opens the door for me to again say that in metro Atlanta we are considered so separate and there are people in other parts of the state who say oh it landed this Atlanta that sharing information can be extremely helpful you all are very much the same the difference is in the size the issues are pretty much the same and I'm sure the superintendent has had the opportunity to talk to superintendents from other districts they have the same kinds of issues a little bit different but very much the same yes sir in the last few years we've had several school districts in the metropolitan area that have become I would called dysfunctional are you gonna get into that in your presentation or should we just do it now let's do it now okay we've had we've had several school districts and I don't know whether it's the board members and the superintendent or just the board members or what you know what the main causes are but we've had several districts to have been unaccredited and had to reach reinstate their credit accreditations and we have an issue caught on I think in Lee County right now but we've had the cab we've had Clayton County and we had the city of Atlanta can you just talk about what was the cause of those dysfunctions I think it starts if the basics that we were going through this morning and it gets you know you sit there and you say oh gosh do I have to hear this again the role of the school board member understanding that the role of the board member is policy is governance it's not running the district I think that that in many instances is where it starts it starts with school board members trying to tell staff people what to do put this child in this person's class move this bus stop just just things like that defying the superintendent undermining the superintendent and his or her ability to do their job I have experienced some horror stories now we have 189 elected school board's in this state most of them function well but when things are going smoothly that doesn't make the news necessarily so it's the other ones typically it doesn't have anything to do with student achievement its personalities it's the school district where oh gosh I'm thinking of one in particular where the board decided that they were upset with the finance director and so they managed to fire the finance director did we not speak about this earlier the hiring and firing of personnel and how does that happen that is a recommendation from the superintendent well this was not a recommendation from the superintendent they fired the finance director then they had a member of the board who was going into the finance office on a daily basis handling the business I'm not making it up okay the dysfunction is dealing with adult issues much of the time it's trying to satisfy a special interest group in the community my friends my neighbors want this one district it was about the middle school principal small district so you have a a middle school the hiring of the middle school principal superintendent brings forth of recommendation five-member board three of them said mmm not having it superintendent goes back comes back with two other names the board had an individual in mind and insisted that that individual be hired the superintendent said this is not the person I believe is going to be successful what do you believe that the superintendent did absolutely lives in that community it's a small district didn't want to but there's no way I can be successful as superintendent if the board is directing me as to who to hire and to say we don't like this recommendation but to receive another is different but when the board dictates this is the person who needs to get that job see you can't hold your superintendent accountable for the performance of an individual that he did not feel confident could do the job so I think that that that is the main thing sometimes it's infighting among board members and let me just be frank it doesn't necessarily have to have anything to do with race it's just I don't like him and I don't like her and it's assuming the motives of other members of the team many many times that's what it is and it just disintegrates there is one district not too far from here where two board members came on new and began wreaking havoc before they were ever sworn in and they have done it ever since and it's sometimes and I don't I don't know what your various experiences are so this is not personal but sometimes it's because a board member comes on and because of his or her experience thinks they know more than everybody else I'm an attorney and therefore I can tell you I have 40 years as an educator and therefore I know that kind of thing and and just you know beating people up with that information those are the things that wreak havoc in school boards not being willing to listen and I think that for a school board during your debate during your discussion it's not just listening with the ears we have to listen to each other from the heart and that focus again has to be what is best for students not just the students who live on my street what is best for students being willing to have global vision so that's that's how the horror stories come up and that's how boards have ended up being wiped out and you know that some of them were totally and and that that was sad because we all talk about Clayton County and if you go to any any other state and mention that you're on a school board in Atlanta they gonna ask you about Clayton County even now I don't know how many years ago that was everybody on the Clayton County Board was not an ineffective board member they had some good folks on that board but unfortunately the whole board was wiped clean at that time the other thing I would say is this when those things happen people get caught up because as individuals most of the time school board members are on the board because they want to do something good they get caught up and stuff so unless you've come on to the school board expecting you're gonna be like Jimmy Carter and get elected president you know some people do use it as a stepping stone that's the wrong reason some people on the board and they don't even like kids did I answer your question I don't want to call names I don't want to you know I'm willing to do that sometimes when a board has made the news but the the main is if you as individual members of the team would be willing to step back and talk to each other communicate with each other and then come to the board table with that mutual respect things can be achieved now the word tells us that when we have art with our neighbor we go to the side and we discuss it it's when somebody tries to get somebody else told from the board table that confusion starts if we have art with our brother and we cannot resolve it that way then we call somebody else in to help us and the word references the elder there is a way to resolve conflict without it having to get ugly and I would just say that even though you don't have a standing-room-only audience there is somebody who will be sitting in the room when dysfunction goes on and when they leave they may be in the grocery store at the gas station of some place and they start talking about it who's there the kids they're in the car or they're standing there there they hear it and when that begins to happen there is a trickle-down effect if board members don't respect the superintendent if the superintendent doesn't respect the board the administration begins to get tense and dysfunctional and then the principal's hear about it and they start having issues and then the teachers are having issues with the principal's and then guess what happens discipline rates go up the wazoo you don't want that and it doesn't have to be that way we don't have to agree with each other there are people in your house you don't agree with okay we don't have to and you don't have to go home with each other but it's important it's essential that as a team you can work together now I am gonna ask for a five-minute break sounds good thank you let's all take advantage of the five minute break you you you you you you you you you you you you you you you you you you you you you you you you okay the part that I talked to you about earlier about the self-assessment I just mentioned it again and just remind you that when you get ready to do some kind of self-assessment recognize that it is not a finger pointing exercise but it's an opportunity to ask and answer questions about the board in general how do we handle our responsibilities do we understand our roles and the separation of our roles how are we as a collaborative body that kind of thing and I think the support that you can get relevant to the role of board members is in the GSB a ethics brochure each of you has a copy of that please know that that too is a public document it is available on the GSB a website but you can give citizens access to it as well and that can be very helpful in explaining the different domains it talks about what is ethical behavior it indicates what as board members you are responsible for doing and sometimes it's seeing it in writing that can be helpful to others who have not had the opportunity to go through new board member orientation okay so please feel free to share that in addition the on the GSB a website under school board you school board University there is the e boards Minh ship manual I do not remember exactly where it is and if you need help with that and let me know I will be glad to give you the link by link directions but that particular manual gives you information and even in more detail than is here in the ethics brochure and that too is available to the public so again I think it can be helpful for you when others understand your limitations and they recognize that you cannot make things happen that you have one vote one vote alone okay so please recognize that and as the questions were asked a little bit earlier I do want to you to know that this will not be the last that you will see of me well maybe maybe not seeing but hearing from me I'm going to be checking with the superintendent to see if there are any things that you have agreed to take on and in respect to your your own improvement as a board and giving you some ideas and then seeing that you follow through on them it's helpful for me otherwise I feel like I went and spent some time now I'm gonna get paid okay but you know my hope is for the children and I don't have to live in Cobb County the cure about the children who live here because if I'm out there on that expressway the likelihood is that if I get hurt that the person who comes along as the EMT is a product or public education is very high I want him or her dad the best education they could possibly have okay and I think we all feel that way and that is part of what we need to share with some of our citizens some of whom have never had children who don't have children in school now they need to care these are the people who are running the businesses and driving the uber and all of that kind of thing in our community so let's let's make sure that they are aware that they have access to that information okay so oh yeah sorry for those who don't know it this miss Bowie is retiring for the second time she's retiring from the GSB a her retirement was announced at the GBA dsba come first so when she says she's still gonna be doing this she will not be working for the dsba but she'll be an independent person so that make it probably a lot more money just wanna let buddy know who where you're out Thank You mr. banks appreciated okay all right so we talked about the board we talked about board members let's talk about the superintendent and his his role the superintendent is employed at the pleasure of the board that is the pleasure of the board as a unit not individual members or member the superintendent should have a close relationship working relationship with the board chair but the superintendent doesn't report to the board chair no offense it's important that people know that and to that end let me ask do you have a job description for the board chair you do okay and everybody is privy to it all right that's that's wonderful so it's the board as a unit not an individual board members the superintendent is expected to delegate authority of the staff no way could one person run the school district and that is the case for one of the school districts I can think of that has one school everything is in one building and at one time in that district the superintendent and the principal were the same person okay but it's it's growing a little bit so you know there are issues all around the state the superintendent delegates Authority but still has final responsibility the buck stops there he provides educational leadership to the board to the staff and to the community I was with the district last night and one of the new members came up to me at the end and said oh I was so uncomfortable because I don't have an education background that is not a requirement to be good school board member you expect the educational leadership to come from the superintendent and his staff they are the experts okay you're dealing with policy you're dealing with people and with how people react to that the superintendent is a manager and provides the board with material as requested from the board as a whole and here's where we have to be careful as individuals you have different interests different tastes etcetera but if seven people put demands on the superintendent constantly even starting with this thing that we do quick question forty-five minutes later we're ending that conversation so you'd multiply that times seven it can be overwhelming so recognize that the material requests sometimes the superintendent may turn to a board member and said let's let's see how the board feels about that especially if it's requiring research all right and the same thing applies for other staff because if as individuals they are inundated with requests that you know they go and dig through information then they may not be dealing with the priority is given to them by the superintendent so want to be careful the superintendent should provide the board with written goals and objectives to meet the board's expectations that's part of that performance evaluation when you finish one year you plan the expectations and goals for the next year and he's not in his head so I'm okay maintains the necessary certification to be a qualified school administrator and works with the board for the good of the district now the superintendent is not going to do anything to make the board look bad but his goal is for the good of the district and when we talk about the district we're talking about those students okay the superintendent maintains respect and trust with all members of the board but he except the right for there to be diverse opinions he does not expect to agree with every one of you all the time when it comes to policy he acts as the advisor to the board in areas requiring policy development or revision typically that evolves from the legislature having gone through some changes of state board rules etc when those changed they make impact policies he drafts the written policy and provides data that supports the policy recommendations so when those policies are brought forward to the board asked questions that's your responsibility ask questions but again we ask questions seeking clarification not to get somebody told you know how people do roll the head around on their neck hand on the hip we're not doing that in the school board okay maintains the current policy manual and ensures accessibility to all stakeholders your manual is okay so anybody can access it sometimes you'll have to walk them through it but they know how to get to it and it's a big difference from the way it used to be when the manual policy manual was in a three-ring binder anybody remember that it was about yay sick and it sat up on a shelf someplace and they had to come to the district building or to a school in order to access it and if you pulled at it wrong the pages came out and it was a home this mess anyway this is this is much better develops and implements rules regulations and procedure for implementation as a result of those policies the superintendent and his staff then developed procedures school board does not develop the procedures you become aware of what they are what they are but the superintendent develops those procedures okay and he is in assist the board in identifying areas where revision is necessary you may come up with an idea and it is appropriate to pass that along to the superintendent but he knows more about what's going on legally about what's coming down the pike from the state or from federal government and so listen to him when he says this is not gonna be appropriate at this time in finance the superintendent should prepare the detailed budget based on your district priorities and those are things you discuss ongoing he submits the budget to the board for your consideration and that budget process is a little lengthy isn't it okay he provides the rationale and helps you to cultivate community support for the district budget and just know anytime you get ready to present the budget there gonna be someone happiness he provides regular reports to the board on the financial condition of the district and I believe you all said that that was quarterly okay and the board knows that and expects that he also deals with the list of bidders for the amounts that exceed the limits designated by law or by board policy so all of those things he also assists the auditor by providing the information in making staff and materials accessible correct okay when it comes to curriculum the superintendent provides leadership to staff and board on continuous development implementation and evaluation of instructional programs and that's where I was talking about sometimes you got to cut some things in education we have we have a problem with that we've got some programs that we've had for years and years but we're more in line with doing evaluation in determining what is no longer necessary he recommends policy for selection of curricula for equipment and materials for teaching and learning we know that many people in our community do not realize that we no longer have blackboards in the classroom still think that the students can buy to be the one who gets to wash the blackboard well that doesn't happen anymore does that do we have any okay okay a lot of our folks don't know that when we do go to schools as citizens we don't typically go into a classroom so if you all have an opportunity to invite people into the school be sure that they get a sense of of what's really going on in the classrooms and let me just point out GSB a does offer a program called Villa and it is an opportunity for you to take a PowerPoint kind of presentation insert in at your own information invite people from the public to come and learn what's going on in Cobb County Schools you mold and make it your own you can have six sessions ending in a graduation but you're dealing with more than parents and that is to help people to understand what it is you do how you do it what you're up against if you want some information about that remind me and I'll be glad to send it but it becomes your program G SBA does not tell you how to do it that can be real helpful in getting community support the superintendent also reports to the community the status of education in the district and then there is personnel he recommends to the board employment promotion transfer retirement or dismissal of certificated and classified staff you have the opportunity to ask questions you have the opportunity to let him know your concerns and he has the opportunity to respond please remember as members of the school board the superintendent is accountable for the performance of the staff therefore if the board thinks that Zenda Bowie walks water and they want to recommend her to be in charge of the math department I hope he will know that I don't do numbers so you want to let him make those recommendations and him to stand by his recommendations and you support him as much as you can but if there is a question ask it and ask it in time for the superintendent to do the research and get back to you he establishes the job descriptions the procedures for recruitment for and assignment and the expectation of all staff okay he is the the board's liaison to staff notifying employees of board action that is one place where we fall short many times we're all gung-ho about getting information out to the community and we fail to talk to our own staff people the bus drivers and the food service workers need to know what's going on with the board they're citizens too and the thing to know is that for many people when they think of Cobb County Schools they're thinking of those buses so those bus drivers need to be up to speed as to what's going on please all of this that I've mentioned relevant to the superintendent is the how remember I said earlier the board deals with what the superintendent deals with the house okay any questions yes sir can you from your experiences that's bound on what the difference is from school districts that have long term superintendents versus those districts to have a very rapidly turnover which Cobb County has been in the past what's worse the worst of differences it depends I think that in metro Atlanta there is far less longevity in superintendents than in other parts of the state I think Alvin Wilbanks is the longest-serving superintendent in metro Atlanta one of the things to be careful about and you know I I hate to turn over in superintendents because you lose some of that institutional memory and often when a superintendent moves especially if it's someplace that's close by within the state some of those people some of those staff people move too so you lose the continuity of people who know what you did before and why you did it so that can be a little disturbing I think the other thing that happens you get a new superintendent you you've got to start over all bets are off as I said you everything changes and there is that forming you know where everybody has got to get to know each other and how to work together and the whole thing about I'm a morning person I'm not I don't do text you know whatever it is all of that starts over on the other hand in education there is always change so change in the superintendency does not have to be a bad thing but it does stall things for a while until everybody finds their way having everything in writing can make a difference so that the expectations are clear of hiring a superintendent and not just trying to fill a spot but helping to make sure that that superintendent that person coming on new has the same kind of values as the board understands the district has the real experience you need all of that can make a difference but now you're asking my opinion and I'm not an educator but I think that it certainly does not hurt to have a little bit of time with the same superintendent and he didn't pay me to say that from your experience I'm more of an in-house type person as the particular Vista Loret School District that if we don't have somebody that's qualified to be superintendent that we're doing something wrong but is that does that work in a small district or in one of the larger districts do more of promoting within the within house again I would say it depends just because someone has been with the district a while does not mean they're necessarily going to make a good superintendent there is a skill set that you look for in a superintendent just as you look for in in in a board chair you everybody who sits on the board does not necessarily need to be Chairman a person who has worked in the district may or may not qualify to be a good superintendent and sometimes what they do bring some old history some expectations from people with whom they have worked but it depends some people have come up through the ranks and they've been excellent superintendents the other thing that has happened in our state is that we have two districts where a former superintendent is now serving on the board as a board member now that would appear to me if first thought as being a disaster waiting to happen but in those two instances it has worked out well so it depends it depends on the person on their characteristics on the reason they want to be superintendent or if they're being coerced into being superintendent okay I think he's got a pat over there where he's got trick questions for me I know okay all right so we're we're okay with the role of the superintendent and understanding that okay well let's move on we need to talk about the school board meeting and one thing that I would say to this board is that the school board meeting is your forum that is theirs where you're kind of on the disadvantage for Cobb County is that you're always being recorded and I say that because sometimes we are we have a tendency to play to the camera and and you want to be careful about that this is a meeting it's a meeting of the board in public it's not a public meeting I'm gonna say that again it is a meeting of the board in public it is your business meeting the purpose of the meeting is to get things accomplished and so I do want you to refer to the policy update that is in your packet looks like this policy update it is dated August 2012 don't freak out it's old but it's still it still works so I'm gonna ask you to keep that kind of near and just remember that what you see when you're doing the board meeting may not be what the community is getting so I want you to consider as we talk about them the meeting the school board meeting what message does our school board meeting send to the people who get to see the meeting later consider it from the perspective of Cobb County residents who aren't necessarily aligned with you the ones who don't know you the ones who may not live where you live be mindful of the fact that even though the rooms not crowded I know I keep referring to that but Cobb County constituents are aware of what goes on with the Board of Education so ask yourself during the meeting what does your facial expression say what about the tone of your voice are you speaking loudly enough to be heard and understood I went to one meeting at GSB a we we were encouraged to go to school board meetings and I went to one where the set up was similar to yours and the board member who was sitting next to the chairperson was able to manipulate now I'm never good with those chairs as to getting them up and down it was able to manipulate the chair such that the back was it looked like it was on the chaise lounge okay he was lying down for all intents and purposes I'm serious I'm not making this up I just will not reveal the location of that but throughout the meeting when he had something to say to the board chair it was like a private conversation he'd lean over say his thing and the chair would respond this is a meeting of the board in public so the public needs to be able to hear you you have the microphones use them effectively if you at church sometimes person as a microphone it's way over here and they're talking you know you can't hear anyway so you your microphone effectively so the people can hear you and understand and to that end I beg you please stay away from acronyms I have mentioned GSB a several times I believe I also said Georgia School Boards Association everybody does not know what those acronyms stand for and they can be intimidating do e we all know what it is but you have to say Department of Education from time to time please in the meetings when a staff person comes up and gives a presentation they are accustomed to that language so raise your hand mr. chairman can we ask what is blast let the person spell it out please don't say for the benefit of the audience because that then puts them down again and we don't want to do that okay so are your questions designed to seek clarification or call somebody out on a topic that is annoying to you are you asking questions that were clearly answered in the board packet and if so is that your intention to be sure to get specific facts out for the public which is fine or is your question being presented because you haven't reviewed the packet okay are you argumentative with your comments or are you supportive are you dominating the meeting or are you a Wallflower and let me say this there is always somebody on the board who's gonna be more talkative than others it's not a problem but at least let your body language let people know that you are alive be alert I served with one board member where people constantly calling saying is she asleep so please you know let people know that you're you're here you're good okay all right which if you will take a look at the policy update one of the questions we get most often at Georgia School Boards Association is is this a meeting do you all have work sessions okay many times there is confusion as to whether or not a work session is a meeting can we vote that kind of thing this document on page one tooth on the Left column toward the bottom gives information as to what is a meeting and basically says that any time you have a quorum of the board – and it gives this list to discuss present formulate or vote on something dealing with school business that is a meeting so your work session is a meeting this training is a meeting and you started it off with the call to order and it is a meeting it's public people can come this document also tells you what is not a meeting so if you went to the Georgia School Boards Association summer conference that just took place that is not a meeting however while there there were several boards that did have individual meetings that were facilitated by GSB a staff but they had to post notice about those meetings they may have been from Brunswick and they're in Savannah having the meeting but they still had to publish notice posted give their agenda etc because that was different than the training okay so there is a description of what is not a meeting and remember when you get together with the quorum be careful if you're going going to the football game it's fine for the whole board to be there and just sit together but when you get into your own huddle and start whispering by something you might be talking about a television show but if you give the impression that something is going on the superintendent has called you together that's what creates problems okay so at the football game you should not be discussing board business we're clear all right in this document it tells you what is a meeting what is not a meeting it also points on page 1 to email communication that's all the right column at the bottom and just says that email communication is not a meeting however emails are subject to disclosure under open records act and I believe that the attorney will give you clarification as to when you're getting in trouble with emails I'm not gonna try to touch that I am NOT an attorney I'm not legally trained but you do want to be careful with things like that the one thing that I would say to you is do not put in writing anything you don't want to appear on a billboard and I'm serious about that it could be a post-it note don't write it down if you don't want it no because if it has anything to do with public education it can be subject to open records all right okay he's nodding his head so pay attention okay I'm not gonna go into a lot of detail about meeting minutes we did just have a workshop for administrative support people I don't remember if anybody from Cobb was there we have done it three times we go into a lot of detail with support staff about what's in the minutes and what is not but let me say to you as board members because sometimes it's a board member who is asking that certain things be included in the minutes the minutes in accordance with Robert's Rules of Order which I assume is your parliamentary Authority okay the minutes reflect the action that takes place at the meeting it is not a listing of the discussion who said what how they said it etc that is a transcript okay so board members please don't ask the person who is recording the minutes to give all of that kind of detail besides that that kind of detail can get you in trouble but the minutes record the action of the board and there are specific things that need to be included in the minutes since you all don't do your own minutes we share that with the support staff who provide them and I know that you're recording things anyway so that can be very very helpful but you don't want your minute shouldn't be 9 and 10 pages you also have minutes of your executive session and they are very different from the minutes from the regular meeting they are succinctly says that you made the motion that the motion covered what the topic of consideration was going to be you all know that your executive session discussion is extremely limited right okay at the end of your executive session who signs the affidavit you all do okay the law changed this was in 2012 as well where it gave boards the opportunity to have everyone sign prior to that the law said that the chairman and the superintendent I believe would be the one signing so by signing that you are assuming responsibility for adhering to the law and complying with it so if you happen to be an executive session I'm pretty sure your attorney is in there with you so you're less likely to stray away but you don't wait for the Chairman to be the one to have to say wait a minute I don't think we should be discussing this anybody should mention that if you think you're straying from the appropriate topics okay your executive session minutes are not made public like your other minutes are they are subject to subpoena have to be ordered by a judge okay and that's usually happens if you've made somebody mad and they feel that you were talking about something that was inappropriate in the same document that I gave you on page four there is the information about the violations the fines – which one is subject if there is a violation of the Open Meetings Act and it talks about additional violations so don't do it once and definitely don't do it twice okay questions about that if you do have questions about that kind of thing direct them to your board attorney because that's he can give you the the particulars about that excuse me but did anybody get page fourth page of the police ed but it's is it there oh that was a test you passed I apologize I'm just reading oh okay we're good I'm so sorry yes sir I have a question on board meetings to you have you observed or have an opinion where significant issues are not discussed enough and the other side of that where issues not necessarily significant or discuss too much even though in an orderly fashion both those things can happen typically the superintendent and the board chair get together with some other staff to put together the agenda in putting together the agenda there ought to be some kind of estimate as to how much time will be devoted to various topics my suggestion to you is to go ahead and put that information on the agenda that goes to the board members it gives them some kind of sense of what your your anticipation is that way if there's a board member who feels sure that there is going to require more time they have the opportunity to ask about that ahead of time now that's my recommendation that doesn't come from the law or the Lord but I recommend that and recommend that it not be included in the agenda that is given to the public if something occurs where the time becomes a little different and it may be warranted you don't want your he'll to the fire because you said on the agenda that it would only be a 10-minute discussion and it turned out to be 15 on the other hand if you're going to use a system like that then there need to be general agreement that you're gonna strive try to adhere to those limitations you have when you announce your meetings you announce an adjournment time you don't okay well okay you have some idea in mind as to how long the meetings going to be yeah let me speak to that just for a minute because that has changed so about maybe two years ago we switch from having two meetings a month but one was a work session one was a voting session to having one meeting a month and having the voting I'm sorry having the work session start at varied times depending on what the agenda is so kind of there is kind of a yes to your question about adjournment times because when we get to the voting meeting all the discussion has taken place prior that day so it's just the voting of the agenda item so generally what what really governs the adjournment time is what how many recognitions we have for that not so aside from that the business part of the meeting where the items are voting on generally is is pretty quick and the chair does announce to the public that we have already discussed these matters and therefore will move through this portion of the meeting fairly quickly that's important and also potentially we also have a consent agenda item as well yeah and everybody knows how to utilize the consent agenda okay because when when you get to a meeting where board members are still wanting to discuss those items those need to be pulled from the consent agenda and that should not be a surprise I mentioned that earlier if there's something with which a board member has this Comfort does not feel confident that he or she is going to be able to vote yes say so before the meeting starts so that it can be pulled and people would be aware of it but I think that something like having those assignments of time allotments can help move the meeting along and since you have your work session first there still should be some idea of how much discussion is going to be required the other thing is if it becomes burdensome there can be depending on what the item is a motion to defer that to postpone that to the next meeting or something of that nature does that help okay let's go through some of the things on dealing with the meeting you have your agenda and we've already said that it is put together with the superintendent staff and the the Chairman that is your order of business there is an opportunity you can change that if the need be for example if you know there is an action item and a person is gonna have to leave and wants to make sure that he or she will be able to vote they can ask that something be moved up on the agenda that should not be a routine thing because if it becomes routine it becomes suspect and what happens is that people in a community assume you're hiding something that's why you keep moving it around on the agenda so you don't want to do that as far as the agenda is concerned the board members need to know how they can get items on the agenda every different district is different the superintendent has met with the board chair to put together an agenda if you have something you want the board to discuss that should be made knowledge should be made of that ahead of time do you have a procedure for adding formulas is it in writing well yes yes and we asked for people to give us the request in to request two business days in advance of the agenda prep by email okay so everybody is aware of that and see that's one of those things that you discuss and board retreat is that working is that work for everybody how is that going that that should be discussed at some point those are the things that you have as sometimes as practice sometimes as your procedure but the board needs the opportunity to review that so everybody is aware the law allows the board to amend the agenda and the wording is something to the effect of as it becomes necessary and the determination that is necessary to amend the agenda comes from the board it's your agenda the superintendent is the one who's most likely to recommend that something be added to the agenda last minute or taken off and that typically has something to do with something operational something from the state etc but the board would then vote to amend the agenda okay it is also important that you follow the agenda do you give copies of the agenda to the public when they come okay oh of course okay so everybody knows what it is you're going to talk about and you want to follow that you don't want to just skip something and not alert people as to what's going on speaking of that as you begin your meeting if a board member is absent I hope that you say something miss Bowie is not here this evening she's out of town on business something like that I'm taking attendance okay that's important because otherwise again there is that perception what's really going on where is she you know have they kicked her off the board okay so you want to do that the other thing is you do want to complete the agenda and I think that may have been the question that you were getting to you want to finish that so board members need to be conscientious about it when we started this segment I said something about diamond the meeting you have a job description for the board chair and I'm gonna get with superintendent ask him to send it to me so I can look at it everybody needs to understand the role of the chair and part of that role is to keep the meeting on track so if he says miss Bowie you've spoke to this item three times we're gonna let another board member speak that's not being rude it's moving the meeting along that is the role of the chair or the vice chair in the absence of the chair and that's why I said everybody doesn't have skill set to be an effective chair that has to be said calmly quietly but firmly okay all right so that is that would enable you to complete the agenda all of us loved going to meetings I know that and all of us want to spend the night at the meeting right so just because something has gotten in your craw saying it 13 times is not going to make people change their opinion as a matter of fact they are more likely to dig their heels in if you want to say something a second or third time it needs to be new information any questions yeah okay when it comes to debate Robert's Rules of Order follows the procedure that's outlined and your handout however for small boards and Robbie's refers to small boards as the number 12 and fewer it is appropriate for you to have the discussion first and then call for the motion my first experience as a board member it drove me crazy I'm a parliamentarian I know you're supposed to have the motion before you discuss but Roberts does give you that license so if you make the motion first and you go through the process that's fine if you have the discussion first and then call for a motion that it's fine to doing it that way typically prevent you from having to amend the motion okay so you can do it that way but what's important is even when you get something from the superintendent and is written out and it's explicit the motion needs to be made by a member of the board the superintendent can't make a motion he presents the recommendation station and then a member of the board says I move that rather than repeating the whole thing that he has read this is the one time please don't tell any other parliamentarian I said this but it you could you can say I so move it's already been read into the record okay when the chair calls for the vote the chairman calls for the yes votes first all in favor the motion please raise your hand or say aye whatever it is the chairman gives some direction as to how to vote this thing where we say all in favor what is that okay so all in favor do something then the Chairman calls for the negative votes if a board member is going to vote in opposition to a motion that should have been made clear during the discussion the board member who sits who says nothing and then votes no does the board a disservice remember no surprises well if you haven't said anything then it's a surprise if you vote no so please as the discussion is going on make your opinion known you have a right to disagree but it is your responsibility to make sure that other people know you disagree and they know why okay if you're going to abstain and that should be rare the abstentions are called for after the no votes but we beg the chair not to routinely ask for abstentions there are instances that by law you must abstain you might want to abstain because you missed the discussion mr. chairman I'm gonna abstain from this vote I was not an executive session for the tribunal appeal so I'm not gonna vote on that but again that's defusing that surprises thing you're letting everybody know okay there are instances where it might be a relative and you can't vote and you just say I'm prevented by law from voting on this one but you let everybody know okay we're good all right executive session already mentioned you have limited topics you know what they are okay so you're aware of what that is you don't discuss anything else when you say personnel it doesn't mean you talk about miss macgillicuddy as high-heels there are specific things that can be addressed in executive session okay and you want to deal with that when you are in executive session I assume that you leave this room and go okay your your discussion in executive session is less formal than it is out here and I assume that when you address each other here or you address the person at the podium you're probably using a handle miss so-and-so mr. okay you do that when you have your executive session it's less formal but it's still a meeting the chair still needs to facilitate the discussion people still need to speak in turn as far as executive session is concerned you make the motion you indicate what you're going to discuss and you go into executive session the vote takes place in public the vote then becomes public but ladies and gentlemen what is discussed an executive session is confidential it is never to be brought out into the public you don't talk about who said what how they said it who pounded the table who was using customers none of that comes out of executive session remember that trust we talked about that is a foundation for your ability to work together for the benefit of the students it's not about you it's about the students so don't breach that confidentiality so that you can continue to work well and work effectively together am i making sense okay when you end executive session you do adjourn the executive session and that's what the minutes really deal with that you went into executive session who made that motion who seconded it what the vote was what the topic was and that you came back out sometimes you come out of executive session and there isn't a vote you don't have anything to vote about that's okay but you go on with the rest of the meeting is your executive session at the beginning or at the end okay okay all right any questions about executive session remember what I said would they'll know by the time you get to the parking lot that somebody breached it and they'll know who it was so let's be careful about that I already mentioned the minutes anybody have any questions about the minutes okay okay just briefly I did have a video for you but we're not able to get it to work it's a video about a meeting I wanted you to see that and so we could talk about it but but just just let me say that as far as meeting decorum is concerned please be aware of your body language and I'm gonna ask you to access one of your meetings that has already taken place when you do that because you everybody has access to right when you do that don't do what we normally do you know we'll go to church and we'll say oh I wish so on so is here she need to hear this sermon I want you to look at yourself look at yourself focus on self and see what it is they you're doing during the meeting that could be improved what are you doing that works well what is your body language like do you look like you're open to discussion are you nodding are you asleep those things are very very important remember that during the meeting what your chairman has is I don't know if you literally have one but figuratively a gavel right you've got one all right okay okay that is a gavel it is not a scepter the Chairman is not in charge of anything and sometimes people vibe to be chair what comes with the chairmanship is not Authority its responsibility he attends more meetings than anybody else the focus of the media oftentimes is on the chair unless there's one person who voted no but he has a lot more responsibility and that's why I really encourage you to review that job description with the board sometimes when you can but but at retreat the Chairman can also be wrong sometimes and there there should be an opportunity to appeal the ruling of the chair with validity okay so it doesn't become a fight but an opportunity just recognize that when things are going on you want to make sure that you you are hearing what's happening who takes the minutes from right there our secretary is executive assistant okay the board needs to agree and just give a green light that if something occurs and she misses something she needs to have the opportunity to say excuse me who made that motion or whatever it might be maybe she sneezed maybe she left the room but the other thing is this should not be the person that the board is asking to get a vial of water or any of those things sometimes that happens she needs to be able to focus on the meeting those minutes become the official record of your meeting and I believe that the law says they're kept forever something from the Georgia retention something-something it says that they they keep them a long time so you want to be careful about your minutes that she can get the information right and also that's another reason why you want to be careful about the acronyms 10 years from now some of the acronyms that we're using right now will be meaningless so your minutes need to spell that out and then someplace in parentheses they would have the acronym that I have covered okay do you have any questions about the meeting okay no questions about the meeting you have a question about something else yes ma'am can you talk about best practices in regards to two different topics so one superintendent evaluation and then also electing chair and vice-chair okay I can do that there's a whole workshop that goes on both of those so I'm gonna be sick synced because I know y'all want to get out here and the clock is right there flashing okay when the superintendent evaluation comes up all board members who participate in the evaluation must be trained on the instrument that you utilize I don't know which instrument you utilize here the law does not specify any one instrument that must be utilized but that training also is not it's not specified as to who must conduct the training you don't have to pay somebody anybody can conduct the training who knows what the heck they're doing the main thing to get across is the rankings the ratings what do they mean and there needs to be some uniformity in understanding if it's one to five for example what does a1 mean so that you don't have a person who says no I'm not going to give the superintendent a five on that yes he did a great job but that's his job I'm going to give him a three everybody needs to have a similar understanding of how that goes typically board members get the instrument they work on the instrument individually and the instrument and the goals that are set up there are based upon discussion with the superintendent it is a collaborative effort the board does not hand the document to the superintendent and says this is what you will do it is collaborative there should be a stretch in the goals that are given to the superintendent but they should not be insurmountable we also suggest that there not be 145 goals it's not going to happen three to five areas of concentration that the superintendent agrees to the board is required to do the evaluation annually but to meet with the superintendent in between those times allows him to describe to you what the progress is what's not going to happen then you can tweak some of those goals so that they make sense you are not trying to cut your superintendent off at the knees his success is your success so you want to help him to be successful he needs to know if he is meeting your expectations along the way that kind of thing okay the board does them individually you come together you discuss your individual ratings and you come to some consensus as to what the compilation is going to be some boards then have the board chair to meet with the superintendent to go over what the board has discussed some boards do that with all of them the superintendent has 10 business days to respond to that evaluation in writing and whatever his response is is attached to that document at that time you begin to plot the goals for the next year I think that's right that's the CliffsNotes version does that does that help you okay but the essential part is that all board members must be trained on the in so if you decide to change the instrument you've been using all board members would need to participate in that the training could come from an administrator it could come from the board attorney you don't have to pay someone to come in and do that training okay yes finish with that go ahead how should the board be made aware of the curriculum where there is a relevant factor versus of non relevance factor because as you mentioned earlier education is changing what was taught fifty years ago if a lot of us not relevant today or the method is not relevant today could you expound on that as from here as parents just from my experience I would say this periodically the superintendent is going to identify individuals who will come forward to the board and talk about what's going on as far as curriculum is concerned that is probably going to be relevant to newer programs or those that the superintendent and his staff feel need to be phased out if there is a particular question that a board member has about something in the curriculum something I heard from a neighbor whatever they submit that to the superintendent so that he can investigate and get that information back I don't know that there is a particular calendar your superintendent may have one but I think that generically that's the way it goes is that right mr. superintendent okay that answer your question not exactly should the board even have input into what is relevant in the curriculum the board is not expected to be education experts and therefore I would be wary of telling the superintendent what's relevant or not if I'd heard something I'd make the superintendent aware remember I said earlier that you are the liaison to the community so if something has been brought to your attention you pass that on to the superintendent but I just I'm not sure that anyone on the board is of the ilk where they could determine what's relevant and what's not kind of what I'm thinking about is you know we have what we call CTLs and what is that cop teaching learning system it's whicker's probably spending another hour talking about what it really is but miss Lawson and her staff are in charge of that a lot of it is that you're not necessarily using the textbook but you're creating a textbook collaborative with safe world history all the world histories are on the same page and you go for directly if you go for one class in that class you're you're here the same thing you're learning the same thing what I'm thinking is that oh we how does the board know that we're providing the level of education compared to maybe other states are the countries based on our curriculum how do we know that you know it based upon the fact that you have hired education experts who don't stay in a cocoon they attend meetings they get professional development they interact with other people through their professional societies you depend upon them to keep up with what's going on besides that they are accountable to the state that has certain requirements relevant to curriculum isn't that correct and that that's gonna be the extent to which I can answer that because I'm not an educator but does that does that help at all okay let me finish miss Davis you had you had a second question I did not get to that you asked about the election of the Board Chair every district is a little bit different there are some districts where in the board chair is elected district-wide by the public and so that's just that when that happens the danger is in a person being elected as board chair and they're new to the board it takes about two years to get your feet wet as a new board member to really have a sense of what you're doing but typically in the state of Georgia the election of the Board Chair takes place at the January meeting and so the board would talk about you know who is interested in serving as board chair now some boards rotate the responsibility and I mean they absolutely rotate it district one district two etc if they asked me I'd say absolutely not I do not believe that every member of the school board has the skillset necessary to be an effective board chair there are a lot of balls to juggle at one time so the board at that meeting would elect the the chairman lots of times they'll ask the superintendent to run that portion of the meeting the election the election is done publicly is not done by secret ballot and it's a majority vote so if a person is interested in being board chair they need to not make it a surprise you want to let people know so you might be able to garner their vote the person is elected at the January meeting typically and they immediately assume that that post as as chair the election of vice chair is the same kind of thing and typically for school boards we use and look to the vice-chair position as a placeholder it is not the vice chair needs to have the same set of skills as the chair because in the absence of the chair that is the person who facilitates the meeting a note that I said facilitates the meeting that runs the meeting and who is the spokesperson for the district for the school board as authorized by the board by board action I left something out didn't would you recommend putting someone in that vice chair position that is new with the idea that they would be more prepared for the chair position at some later date well it you know it just depends every board is different I have seen the election the board chair where a new board member was elected board chair by the board so it just depends sometimes it has to do with the skills that the person brings their experience otherwise but every board is different you are basically autonomous you figure it out and do what works but the main thing is to develop that sense of team I'm gonna go back to where I started the state has mandated that school boards have whole board governance team training which includes the board and the superintendent because you are expected to behave as a team different from other elected bodies you are expected to do what is best for children you are expected to put your personal things aside vote your conviction based upon the information that is shared here at the table so no board members should approach this board table saying oh I'm gonna vote against that or I'm gonna vote in support of this until the discussion has taken place I wish I could firmly answer that question for you I cannot yes sir everyone you've touched on but my as I was thinking through social media of course when I was campaigning I have a Facebook page I have a personal Facebook page I decided a long time ago but not a long but I decided at a point I'm gonna try and keep the politics off my personal Facebook page but I'm friends with everybody and then I've got other thing that I haven't shut down but now here's what I've noticed happens and I don't know if just be Eddie I'll have somebody put a comment out there and a forum someplace about something and then they tag me trying to pull me in and I try to avoid all this so then there's a chance oh you're not engaging or whatever so anyway I'm just wondering if does GS BAE or you personally seeing different things going on social media that you feel like need to be addressed or that you know these are things we didn't know 10 12 years ago social media can be horrendous everybody has an opinion and you're entitled to it but remember what I said about if you didn't want it to be on a billboard don't put it in writing that includes social media and the thing is that even when an individual does not say so people in the community assume that you're speaking for the board even if you say well I'm not speaking as a board member but you're a board member that board hat never comes off I would be extremely cautious yes I have a Facebook page but I am admonished constantly cuz I don't use it years ago we were asked at GSB a to do Facebook because that is a tool for social media but my daughters have to tell me if somebody's contacted me on Facebook on social media and then I'll tell them here's my email address I just it can get so dangerous and the other thing is recognize that with social media with texting and with email interpretation is always the risk if I am speaking with you and I say something there is a much better chance we will communicate effectively with social media there is so much opportunity for misunderstanding misinterpretation of the message I personally stay away from it but I would in I would implore school board members not to use that as a platform relevant to school board business because there is so much opportunity for misinterpretation you may have the best you know goals in mind but somebody doesn't get it of course superintendent do we have sacs evaluation coming up this year well we will be going through we're actually the first district to go through a new accreditation method so that is coming up so it will be for the 1920 school year so it's this coming up school year not not this calendar year this coming up school year we'll be going through that okay could you go into a little bit of how the board will prepare for a sacs evaluation you prepare for the sacs evaluation by just being who you are sacs is going to ask questions of board members about how you do certain things how you conduct your board meetings how you behave in the public what is your understanding of various things don't try to be an expert with them if you're not don't try to talk to them about portions of curriculum that you really don't know talk to them about the things you know they know that you're not education experts but they will ask those things they will also communicate with people in in the community as to what they feel about the board it doesn't have to be a scary prospect I don't think just be who you are if you've been messing up it's gonna come out can I add to that as well the at least the latest version of the online standards I think they might call them and they have about 30 approx indicators that they will look for they want to see evidence of progress or adherence to those indicators and standards and all except for two of them relate to the school district and staff and and those levels and what's going on the schools only two of them relate to the board one is basically do you follow your policy and the second is do you follow your code of ethics which is a policy so and then underneath that level there's a lot of interpretation of that in and then I don't know much about the new process that's going to be used I'm sure the superintendent's gonna keep you posted but that's just a big picture from the experiences I've had in the past it's been a 101 with some representative from taxes is that still probably gonna be the I'll updating the board as we get more into the process again we're the first district to go through the new accreditation process so will you'll be getting updates as we get into that process but it's going to be totally different right anything else okay yes when you were talking about the board chair and what the board chair what he or she is or isn't would it be safe to say not in your words but what I've picked up on is the the chair really doesn't have any more power they they're just a facilitator and a spokesperson when appropriate it would be safe to say the board chair has no power board members have no power but the board chair has no power the board chair has one vote and in some districts the board chair doesn't have that in some districts by local policy the board chair can only vote to break a tie but generically the board chair can make a motion the board chair can second the boy chair can vote the the chairman who is effective does not dominate the meeting by having control of the mic but there is no power there is responsibility as opposed to Authority and thank you for asking that again it's an important thing to know okay thank you okay okay I have one more thing that I want to share with the board if there are not any other questions okay I need you to listen to this and I'm gonna read this one he's scared imma throw it at him I know okay the relationship between the school board and the superintendent can be compared to that between a baseball pitcher and the catcher the catcher has responsibility for watching the entire field of play for knowing all the players on the opposing team who come up to bed the catcher advises the pitcher as to what kind of pitch would be best based on what the pitcher knows about the batter the pitcher decides to accept the catcher's recommendation or to shake off that recommendation in favor of a different pitch once there is a decision between them the pitcher throws the pitch and the catcher reacts accordingly the superintendent is the catcher but in this public education ball game we're not trying to get any player out the batter's are public school students and our goal is to make sure they all get homeruns first bases elementary school second base middle school third base high school and home plate is high school graduation infield players are the staff members working in the school's outfield players are those in the central office and support staff bus drivers and others who work on behalf of the entire school district the catcher superintendent observes everything and is aware of what students need for success he makes recommendations to the pitcher that's the school board about what pitch and that's your vote the budge the policy is necessary to move the school district forward the school board ultimately votes the way it chooses that's throwing the pitch and the superintendent responds to the pitch by implementing appropriate action hopefully the decision or pitch will result in students getting around all the bases and a cross home plate to graduation as well as giving those in the field what they need in order to do their jobs according to the expectations the goals and objectives in the strategic plan when necessary the catcher and pitcher meet on the mound for private conversation guess what that is that's the executive session and what's discussed on the pitcher's mound stays on the mound now this may not be a perfect analogy for the board superintendent relationship but it may help define how that relationship can be effective now since the board is a singular entity with multiple components we might think of the board vote like the hand holding a baseball now this is a five-member board because I don't have a five fingers okay so if there's a five-member board and only three members vote to support a recommendation consider a ball held by three fingers in preparation for the pitch notice that all fingers on the hand go with the pitch even if they aren't touching the ball when action is taken the school board speaks with one voice even if the vote isn't unanimous once again I cannot give credit to the person from whom I stole this didn't write it down it was somebody in another state but I think it works and I do hope it will work for you and for your team yeah and then we'll give you credit absolutely all right thank you so much for taking the time to come help us to think through some things and learn some things that are new and put things in perspective oh no I don't want to be responsible for what what's that oh the yeah we need to do our critiques alright so thank you so much now we will do our critiques and we need to I need to have a motion that we move in the executive session for the to discuss a student appeal I move that we go to second obsession thank you miss Davis dr. Howard provided a second okay all those in favor please raise your hand and that is everyone any opposed notice that's seven oh all right so we will be an executive session I don't know how long we'll reconvene afterwards for a short boat you you you

Governance Bites #2: 'Boards and Managers: Getting the Balance Right (Part 2 of 2)



being highly involved in everything overtime you know that's actually I think that's what my area needs psychiatric diagnosis but what we want actually is to get a sustainable balance that works and the closest that I've come to yet to find that is so this other diagram on the bottom of that really shape now which actually comes from the commercial someone's coming back at commercial Ward's so there's no translation yet to do the translation into normal properties and communities to be the but essentially what what they're talking about is what this what the book is called which is sorry about guarding this form which is weird to take charge when to partner and whether stay out of the way so it's actually saying there are times when it's useful for the board to not be involved there are times where it's useful the board to actually take over and be the lead and ambiguously consult with others but its responsibilities there are other times when you do need to co-create together but it is a partnership of doing these together we start rolling keys and they have four quadrants and the fourth one is where you're not involved by it is important that you monitor it to keep an eye on what's going on even if you are directly involved so much so they talk about those four possibilities just about every task that might be leaders in government under managed organization and some of them the board needs to an equipment take the lead in others they partner with the manager staff policy is in others they need to just monitor what the volunteers are doing and in others they just shouldn't get out of working together and so distracting or annoying me too they're not adding any value in but that might also then be a way of thinking about you know what's the work we don't need to do a lot of this governance models are always would tell you extra jobs you have to do but there is a woman to my extra the next something someone has already accused me more than once in my life of having one too many good ideas and they you can't just keep doing more and so we have to work out we don't do as much as what we do you do so what about you do is to have a not a bit of discussion with the people you're talking to a min ago and see whether this is a more useful way of thinking about so rather than doing to involve overall or local or to thinking that there are some things we should be highly involved in some things we should be some things we should be watching some things we should just get out of the way so the examples they gave here are often commercial organizations some of which you may or may not apply really clean up what applies and from my experience it's quite different from the small grassroots organizations to a big nonprofit so they'll be even as a way of thinking about getting the balance right No did people find that okay so I just went a bit too promoted about the different models of guns there's mostly different models of governance based on different people's answers to this question of how do we get the balance right between governments and management operations the interesting thing if you study in this field for quite a few years I was literally in a graduate program enough for profit management and I have responsibility for the governance course so literature actually said and so I tried to find the range of books on different that compare different governance models there must be like you'd restrict myself to the English language because in said American region of the but in all of my searching with the aid of Google Scholar and all the other devices in the whole of the English language I found three pages in one Walker which talked about different models I found one book review which compared three different books and I found one article come belong different everything else assumed there was only one more there model and that was regardless then everything else was fair no I'm familiar with that approach I think of myself sometimes but was I was stunning to see that so widely misrepresented that people could not even though when they were talking about completely different models each one who described this is the only model the and one in particular actually uses those words it's the only comprehensive models ever being developed for governments and on that same website that he describes it and sells you the t-shirt than they have the author of that model also says that you have to take this whole model and so there's a whole lot of people who think there's only one mole but there are a whole lot of different models that people think there's only one more that particularly annoying one that I mentioned was developed by John karma in 1990 says well more recent ones and he said he was the first the last the but anyway he also committed the sin of being American and I have a Canadian colleague and you might know it was a Canada's relationship with the US there's a bit like New Zealand so much to do with Australia you know it's okay to beat them in sport you don't actually walk the boat my Canadian colleague was a bit annoyed at John Carver suggesting that he had but one allow you to remodel that he exploits the values how to do things properly so he was so so when a colleague want to do some research to prove that other models were morally a bit better Jonas was on stand to counter policy balance what the so I going to what the different models work they actually need to know that in the sake of this story but basically he set up this North American battling governance models our research the that's transformers if a certain age you might not recognize that the he didn't introduce the transformed image that's because one of my son's is that transformer being the but what he was he he identified to have rough indicators of effect it's an internal measure and external measure you know what go into now but they were they looked reasonable these things are quite difficult to measure any way that they look like reasonable indicators and he sent out questionnaires to people who had done the cargo policy government's workshops or bought their books or material and adopted their model and he and he also said the same question is to people who had done workshops or resources that basically use what sometimes call the wispy stone model which is an older bit longer government's model based on their parliamentary system of separation of powers the anyway the results come back here unfortunately the results for the counter positives farmers came in first and they were medium to high on both internal and external scores I've been done pretty high overall it was not result that we wanted but being a faithful researcher is still didn't throw the results of thing then the witnessed of all followers results came in and also he found almost exactly that was up a range but from me into high on both the internal and the external measure and therefore relatively high overall scores so this point important way to this whole time and maybe the measures were irrelevant and when measuring anything anyway to all the self-doubt with researchers when the results don't come in there

Governance Bites #2: 'Boards and Managers: Getting the Balance Right' (Part 1 of 2)



so now we'll say who can remember anything from last month yes the organization right in fact have a poster prepared and now because no one else can do that and and this we're talking about that there was one thing that I mentioned that was from my own experience I had always says the problem that had to be overcome but I discovered in retrospect was actually the value the way to endeavors add value why not being yes yeah but a big person involved so the importance of critical distance they're not knowing all the details is actually virtue their own lineage realization because they're not involve all the blades today stuff so it just concentrate on the strategic and regarding the mission vision and pages without the distraction of that other stuff let's say that managers another staff had not aware of the bad news and the mission visualization that's one of a number of tasks were doing including with deciding whether to make another copy of the key or trying to remember what the alarm was or whether they can make payroll its next fortnight with the ground is like that was what was promised for last week it hasn't arrived yet and all those other day-to-day things that are competing with babies right so I think that were the two most important things that we that we talked about and some of you someone who might also remember a definition of governance based on where the word comes from Latin and Greek scholars in the room now this comes from the little minute left yes the picture of the boat yes so yeah yeah so that would comes from Greek and Latin words that originally meant to steal so the governor's probably the steering and originally that was especially so the staff that manager that volunteers to office to do the rowing to get it from place to place with the key job of all is to do the steering okay so the that kind of last week session trying to set the framework for how we approach all these other specific issues and one of the specific issues is around getting the balance right between the role of the board and the manager so you might have thought at the end of last week you had it all sorted but there is another inconvenient truth and that is that it's not quite as simple as that we've always got these quite spinning in the air what you may have might be able to see here is each other's tricks where they get people spin plates on sticks and constantly running from one of the other something like that you know and that's a little bit like working effectively in and with boards we've got be constantly readjusting pins and checking the we've got the balance right so let's stop by sharing with you probably one of the most depressing pieces of research you will ever come across certainly one of the most depressing pieces of research to do with nonprofit boards I guarantee it was done by was I think my Miriam woods back in the 90s so last millennium or last century the but I a student of hers recently and in the last few years redid some of her research to check whether it's still applied and they found that it pretty much did exactly as a haven't changed much over that time so her research was on life cycles of organizations and how that affects the role of boards is what forms do now the really important thing to say here is that what she found were the commonly occurring patterns is they're not necessarily hitched in studies are not immutable we do have control over these but especially if we're not thinking about too much just letting things roll along like there go take the natural pace this is what commonly occurs not always but commonly occurs so there is some chance to break out of these patterns which you will understand why that's important when I tell you what happens commonly well first stage pretty controversially she calls the founding stage and what you swing that there is new small enthusiastic organizations she calls them kitchen-table organizations because they often met around the ocean table originally but even if it wasn't literally kitchen table it was a group of friends or colleagues who shared a passion for a particular issue or want to get something done in that community about a particular issue and they got together to do it and in weathers a genuine grassroots organizations that arose from people just coming together to address an issue what she found was typically everyone did everything so the same people were they'll send in all the management are sensitive or volunteering sometimes they've also been the beneficiaries from the organization but yeah there's everyone need everything I was little differentiation of roles no one needed job descriptions at the time and surprisingly in new and small organizations this chaos works perfectly well it doesn't descend into chaos because there's high levels of trust between people who know each other there's high levels of shared values and understanding about what they're trying to achieve and very strong relationships and it's a small group of people who have strong face-to-face relationships so they are pretty much able to cope with one otherwise wouldn't even naturally descend into chaos and their job descriptions here are just exactly the job needs to be done so so over time sometimes some differentiation of growth starts to occur sometimes it's the chair or the president from the other members role sometimes it's employing the first kind of admin assistants to do some of the meeting so that's differentiated as a role and we won't pay someone or it might be a dedicated volunteer who does those tasks so some differentiation starts to occur even when it's small and relatively new but the big change occurs where organizations start to employ staff at any significant level enter in any contracts for you know these materials funding contracts of in size rather small donations and she calls that stage the super managing stage and the reason she wasn't that is because the board members are doing a whole lot of stuff for the first time so it's all happening at once so it's very demanding of their time in energy the writing policies that keep the organization registered they are against tax evaders may be approving institution job descriptions for people depend on how obsessive their fun during the moment we have operating policies on this that and the other thing and all that all that stuff is being developed and written and they're all policy level as strategic documents that the board has to be involved in if there are staff so she calls that super managers is a very hands-on the stage for members but it's incredibly dividing and most all members tire artisan or later so at what point are happy to hand it over to a manager or coordinator or someone to do the ongoing but visible all these things that just come in and check and step back a little bit so the more you know monitoring role when they're doing hands-on role all the time because they realized there were certainly be seen favorite of a sense of Shortland Street and their family difficult country and other things start to make demands on their work so that's not sustainable to people I'm doing that you know this is you know you know what for a short time for a burst so as the as the board members step back she called that the corporate stage so the board members are mainly in a monitoring and checking kind of role 70 only set the overall directions they wouldn't make sure things are done legally and properly and that the organization is on the track but much less involved in they stuff because they don't they handed over to usually staff or sometimes do that work and at this point the roles are quite differentiated and people start to about you know what's all business versus what's the management business what's government operations and a common the stage of the people to read here is strategy and policy is and operations and implementation is the staff qualities mentioned business the what she found again I'm sorceress he got a nibble but commonly occurring so much at if organizations were in this stage for too long it was very easy for organisation for the board members to step back so they became less and less familiar with what was going on lissa where the database is therefore having less to contribute to what the questions should be even look like what the answers might be so as a result more dependent on the staff and volunteers to put things up to them which they agree or disagree and what she found was that often that agreeing on the spring lapsed into a kind of rubber-stamping role was going on and so the board takes on a kind of cheerleader role but doesn't have any independent it's not with what's going on what she felt was for almost all the organizations that lapse into a ratifying stage if you were there for any length of time hands off the wheel almost inevitably what happened was boom a crisis three most common crises that she identified were expected source of income in dementia rate was much lower than expected but there was a grant or a fundraising event or whatever it was a key person or key people left and suddenly and left a hole in the organization so especially if there was actually become highly depend on the manager from the manager of leaves that can leave a big hole in the organization a precipitate crisis and the third area though these are not in significance or anymore the third area was some fraud or embezzlement took place so not only was money lost but reputation was damaged to be repaired now when a crisis happens there are basically two move directions that an organization one of them the road less traveled is death and I say this because in my experience a lot of nonprofits exist more active they deserve to die they held the line on life support long after their brand in the and that's because my theory is the reason in karma separated from outcomes in how we operate which is what business is more complicated to manage the emotional organizations but also allows this whereby we can exist as long as there's someone pushing in come into the organization long beyond the time we deserve to continue sometimes death is a good thing there's its philosophical the for nonprofit I think this is a good thing because the people that organization the money doesn't die results the people in the money and the commitment and the interest are actually released so if it's being a fairly depressing or hard gary organization that's not achieving much but ineffectual recession it's often sucking energy money time resources people without much effect if it died as it releases those people energy to go in to other organizations or start a new organization or to be otherwise put to more productive use does that make sense so I'm an advocate for did the most other things the but as I said most of the organizations do not die leave it when I think they should because they that much attention to me if they do that would go back to this founding stage you know by something new come forth out of the ashes or another organization but what tends to happen more often follow the crisis is people try and do everything to keep you alive and will put all their energy in much like the super management stage so we're all hands on deck rewards the board members went abroad time resources focus and commitment into backing the organization to recover what was lost so if it's a person who was as left to appoint the new person can take a lot of getting the right person can be a lot of fun as well if it's to replace some unexpected he counsels that's dropped away then that also can take a lot of energy into a method or if it's to rebuild relationship for embezzlement that takes a lot of time and effort and what she found was that organizations would do this for a while but people soon wanted to actually get back to the rest of their life so as soon as the manager had been appointed or the income source replaced or the reputation restored people would step back from the hands-on work towards this monitoring corporate stage where they would just set the direction and have the new manager or whatever make sure the stuff actually it's done and what she felt was if organizations are in that corporate stage for too long if they're not careful they can become more and more remote from the day-to-day practice of the organization and can slip back into this rubber-stamping ratifying stage and she said in there almost inevitably is really ratifying or rubber stamping stage for too long not take me independent strongly independent oversight of the organization almost inevitably a crisis will happen so get way instead of pressing if you're not depressed about it you're not paying attention the so that was her findings of what was actually appearing a lot of organizations while missing from one extreme to another a couple of quick things before we look at half what you do with it just take a guess what do you think was the board members self-reported as the best time the best that's one time for board members the family was the second most classes the the is the most satisfying was the Superman gene and I think the reason for that was that people saw that turning up actually made a difference that if they didn't comfortable be something crucial would not happen he may do the work that women were doing something crucial about happy so they're actually doing work that really method so it was very satisfying the electron board was totally unsustainable so what we're going to do is to find a way in which board members can do work that really matters that they can see makes a difference without an exhausting and burning it brought out in the process that's the kind of challenge so before we have a look at some of the potential ways forward with this just have a check on your table groups about whether there's anything in this model that will swim in maybe on your own relation but utilization you have to go through someone else or anywhere else and if so we are about in that cycle you might be or just whether it rings any bells yes I just had a chat about how this applies in your experience yeah take you to the next question haven't already started some of you or it starts as well is okay any of this is true what can we do then you have to look with this while swings from and they go for being asleep before Oh so he's gotta be able to cope with something but okay what are you trying to say in this but there is an opportunity opportunity to refocus reject green for size through the strategy you know 2d reviews and all that so stuff when you came to be Beverly gratifying stage and make into these places avoiding it because always you get it before our suspects yes yeah that's certainly yeah you know that happens you can Wipro yes yeah and that's why I find this really helpful even though it's depressing cuz it it does Wallace it gives us those alarm bells and also if we talk about it aboard it gives us a language just to share so now I'll be getting to read mine or are we getting back into the left some admin super managing so it gives it kind of a shared language short and so I think we're recognizing it and talking about it because they need talking about that we can make those kind of adjustments that you told me that you wouldn't measure if we're bit too much the ratify we need to get them more involved in it to find out more let's bring some sound to us more about one of the top issues or let's have a site visit to with senior staff to look at what's going on we've become a bit more involved or if we're to involve one of these jobs that we're doing now that we can pull back from what you know what absolutely crucial things to do so so recognizing and talking about it I think is two most useful things we can do and then we can come up with our own kind of solutions which usually involve not wanting to do this wild swing all around and certainly not go through the crisis stage unless some of you are just people do like there's really high and steep understand so how do we make that as a yes yeah and in fact our organization believe is that's an issue that we're particularly interested in with we're doing research in this coming year or two to look at other other models of how responsibility shared amongst boards and and make that green stuff what was some of these to make it sustainable they're really small but that's yeah there's another sort of problem altogether if you if you never have meet any or many staff there's not people troops know exactly so what are you gonna do with you just a one person organization or a volunteer organization but I think being aware of it actually helps to live in okay so what's the essential jobs we have to do that let's cut out the stuff that's really bringing us down and making it yes so it's about kind of working out a way to get this get this balance right and we talked last time about the metaphor of the boat there's lots of different metaphors which I may or may not have mentioned last time that people talk about one of the current topical metaphors for distinguishing the working boards from management is to say to get off the dance floor and onto the balcony what's going on so let's talk about taking the helicopter view of what's going on so just taking that metaphor the helicopter view of course there are some immediate things if you've ever flown a helicopter my brother-in-law has the do soon learn the danger of getting too close to anything especially the ground it's not a nice place to be when you're flying a helicopter you want to get away from there but equally you can get lost above the paths you may be too remote as well to class so is about getting that balance right so that even that might seem like a lovely day above the clouds because I actually see what's going on there not much use in the process so the most helicopters the a good clear line of sight and frequent two-way communication to operate safely and probably the same applies to the poor so what I'd like you to think about now is on your placement on your family replacements the you have a little vial of you might remember that she tasted things as being too hot too cold will just run too soft to my office right well what I'd like you to do is to think about Norville would two plus two far away just twice and have a bit of a chat to the person name this is trying to create the type of meaning to us at work but that group of five hours so just have a bit of a because that way you stand were you busy life yeah okay the logic is not true divisions but is interesting to think about you know if using those terms naming them and identifying where we are and it helps us keep it more in balance than those conversations can be quite useful things to have aboard for quite a while the kind of ideal position was as shown by so this comes from a great organisation and work with nonprofit awards but I think that wrong ie may disagree with me but this this was a very common view that the ideal relationship between a more managerial staff and volunteers was here in this quadrant where everyone is highly engaged and an active partnership and that kind of sounds people will be highly engaged in an active partnership and certainly these other quadrants are not very useful you know are disengaged but they call their manager the ones who wants a disengaged uncommitted manager or a disengaged acumen brought a little like both of them together some pretty disastrous and you don't want to lock sided but so people thought this is what we should be aiming for the reason I think they're wrong is that we're never at one point in all the things we do in a relationship there's not like one point of balance so maybe some of you already discovered that when you're 20 is that one too involved or about long enough you might have identified that you may be too involved in this area but not enough and enough in that area or just right in this area there so I think it's actually

Governance Minute: Shared Governance: Myths and Tips



the concept of shared governance has been for decades and so have the myths surrounding it for example shared governance means that the board the president the administrators and the faculty have an equal say in every decision or this one shared governance means that the faculty can exercise veto power over board decisions or this shared governance slows down the decision-making process none of these is true but still boards often struggle to find ways to implement shared governance while fulfilling their authority and meeting essential deadlines if that's something you're concerned about here are two tips first use strategic indicators in dashboard data to track basic financial information the goal here is to give wide access to the information you need to make decisions while also freeing up time for plenty of discussion second remember that shared governance doesn't mean that every group on campus gets to weigh in on every decision as an example at most schools faculty exercise primary responsibility for curriculum issues while the board offers oversight but on budget issues the board usually has the primary responsibility while faculty may have an opportunity for input in the end the goal of shared governance is this trustees administrators and faculty are on the same team and they work simultaneously but not with the same governance rules for the good of the institution

What are the benefits of good governance?



well good governance is essential and firstly to make sure that the organization is legal and safe so when people are being recruited and staff members that the organization is doing that legally and that there won't be any legal consequences of any wrongdoing and making sure that there isn't any fraud and the organizational other scandals that we've seen around for corporate governance and people end up stealing money from the organization because there aren't enough checks and balances and there isn't enough leadership to say that is not acceptable here and you know we will prevent that in a very effective way so governance is important I think to keep the organization safe to keep it on the right path and also to set the tone the culture the values and to make people feel that the organization is operating in the way that it needs to to achieve its vision