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by Andrew Komesaroff
Schools should review their corporate governance structures and constituent documents such as Rules of Incorporation, Articles of Association or Constitutions, to ensure compliance with contemporary expectations and to ensure the efficient running of school operations and business.
The most common areas where a lack of a good governance structure supported by modern documentation leads to difficulties include:
Membership
School rules should deal adequately with members who, while not on the board/committee, seek to have an undue influence in the running of their schools, so that the board/committee is not side-tracked from pursuing its main roles.
Schools should give close attention to the criteria for members to be members of the school. For example, the person must be a parent of a current student who has actually signed the student's enrolment documentation.
Schools should also have a simple but effective method of removing members where that is the last resort.
Troublesome directors/committee members
School boards/committees should be comprised of men and women with the business skills and experience to run sophisticated schools with substantial revenue and many employees operating in a complex and highly regulated industry.
The Rules/Constitution of the school should make the distinction between the roles and function of the board/committee and those of the principal well understood. For Catholic schools it may also be important to clarify the responsibility and duties of the parish priest.
Limits should be placed on the tenure of directors/committee members so there are constant opportunities for renewal and fresh thinking.
Where a director/committee member is not satisfying his or her obligations and is engaging in conduct that is prejudicial to the school, a clear pathway needs to be contained in the Rules/Constitution to bring the tenure of that director/committee member to an end.
Use of Technology
Many old Rules/Constitutions (formerly Articles of Association) do not contemplate the efficient running of meetings using technology, such as teleconference and audio visual facilities. This has the effect of hampering the efficient running of boards/committees and tends to limit the capacity of the board/committee to respond to events as they arise. It is critical that contemporary methods of technology communication are provided for in the Rules/Constitution of schools.
School sub-committees
Older Rules/Articles of Association do not cater sufficiently for the creation of specialised sub-committees (for example, finance, governance and professional learning). They also do not address membership of these sub-committees, the tenure of members, nor the appointment and removal of sub-committee members.
Formation of a disciplinary sub-committee can also be useful as a method of ensuring removal of directors/committee members. This would provide objectivity and independence in the process and ensure that the procedural requirements and rights to appeal are clearly delineated.
Lack of diversity in the school board/committee
It is important that the directors/committee members bring a range of diverse skills, experience and qualifications and that there is an appropriate balance in age range, gender and ethnicity. This assists in ensuring a wide skills matrix is utilised in determining the strategy and vision of the school. Further, a lack of diversity can also hinder the school's growth and ability to generate revenue and operate efficiently.
If any of these problems sound familiar, you should seek legal advice about modernising your corporate governance structures.