From: Dennis Bakke
Sent: Thu 9/4/2008 10:26 AM
To: #DL All School Developers; #DL All National Principals; #DL All
Regional Directors; Alan Olkes; Barry Sharp; Eileen Bakke; Isabel Berio; Jason
Bryant; Nancy Hall; Roy Gamse; Sam Howard; Octavio Visiedo
Subject: Boards for Imagine Schools
DRAFT (for internal Imagine discussion purposes only)
This draft note includes some thoughts, observations and suggestions about our local school boards. Please feel free to opine on any of the draft comments I make in this email. This is not a legal pronouncement for Imagine Schools or an announcement of official policy. It is simply some preliminary observations and possible approaches to selecting and caring for these important people who help us educate children.
What are we learning about the selection and care of board members for our schools? Most Board members become very involved in the life of the school. Often, even before the school begins operation, the Board members have taken “ownership” of the school. Many honestly believe it is their school and that the school will not go well without them steering the school toward “excellence”. They believe they are the “governing” Board even if that adjective to describe the board has never been used by an Imagine School person. Many become involved in the daily life of the school, volunteering and “helping” teachers and and other staff to get things done. Even those who are not parents, take “ownership” of the school as if they started it. Initially, they are grateful to Imagine (especially Eileen and me) for helping them start the (their) school. I have been to 3 school openings in the last month where I was thanked for helping the local board start the(our) school. In none of these cases did the board have a major role in “starting” the school. They didn’t write the charter. They didn’t finance the start up of the school or the building. They didn’t find the principal or any of the teachers and staff. They didn’t design the curriculum.
In some cases, they did help recruit students.
Why does it matter? Don’t we want local boards to be grateful and helpful and take ownership of the school? “Yes” and “No”. I do not mind them being grateful to us for starting the school (our school,not theirs), but the gratitude and the humility that goes with it, needs to extend to the operation of the school. In all three cases of the new schools I visited this past month, I started my talks by responding to the flowery introduction thanking Eileen and me for helping to start the XYZ school, with a thank you to the Board and others for helping Imagine start ITS school. Most people probably missed the serious point I was making. Besides, it was probably too late in most cases to correct the misconception that we had given to Board members and other volunteers about the nature of governance of the school Imagine had created.
“But Dennis, I need strong Board members or the authorizer won’t give me the charter” Even though, some authorizers (or their staffs) use this threat to keep control of our schools, I do not believe it is a significant reason that will stop us from receiving a charter or be rejected. If it does, so be it. If an authorizer is using this as the excuse, it is likely about 5th on the list of real reasons for rejecting the application. Also, we need to examine our definition of “strong board member”. As much as we heard about board make-up in New York while we went after the charter, in the end it had no bearing on whether we got the charter.
I suggest that not one application granted or rejected in Florida or Indiana or DC or anywhere else had anything to do with the membership of the board, the governance approach, or the “quality” of the application. It has taken me about 4 years to convince many of you that getting the charter has almost nothing to do with what you put in the application or who your board members are. And, in the one or two cases where it did matter which board members were part of the application, it was likely a disaster for Imagine Schools just waiting to happen.
Most problems we have with Boards were not, however, caused by our developers or regional directors or executive vice presidents choosing the wrong board members. In many cases, I think we didn’t make clear their role as a board member before we selected them. Sometimes we let a self-proclaimed Board chair select the Board (Please do not do that). By “we” I start with my own lack of understanding and poor teaching on this subject. I am learning most of these things right along with the rest of you. Whether or not a person has been on a board or not (with the exception of someone who has experience on the board of a major corporation), most people believe that Boards are “governance” boards. In other words, they are “in charge” of the school.
Without you saying anything to them, they will believe that they are responsible for making big decisions about budget matters, school policies, hiring of the principal and dozens of other matters. This is the way most nonprofit boards work, so no one should be surprised by the assumptions held by the board members you select for an Imagine School.
I suggest that Imagine boards and board members have two significant roles. The first is to “affirm” (vote FOR if legally required) significant items like our selection of the Principal and the budget (if you “need” to give them veto power over our proposed principal, then that would be okay although I don’t think in most cases it is essential that they be given that power (check the State law).
Legally, I believe “affirming” is the same as voting “yes”. The difference is the assumption that we have made a “recommendation” or decision and want the board to agree formally with that decision. Before selecting board members we need to go over the voting process and our expectations that they will go along with Imagine unless the board member is convinced that we are doing something illegal. Of course, we want the board member to vote “no” on any proposal that the board member believes is illegal. However, in non legal issues of judgment , we expect them to argue the issue vigorously, but if they can’t convince us to change our position, we expect them to vote for our proposal. It is our school, our money and our risk, not theirs.
The second and most important role of board members is to advise us on all matters of employment, policies, school climate, shared values, growth, building, academics and financial. We have school principals and regional directors who are not involving their boards sufficiently in this important advisory role. I think this is a big part of the problems we have had in Atlanta. Board members want to be needed (all of us do). The best way to acknowledge your need for a board member is to keep them
informed of what is happening and ask them their advice on ALL significant decisions before the school, including hiring and firing decisions. I believe that most of the problems we have with boards are caused not from taking decision making away from them, but not involving them in the advice process. Remember, the advice process shares your thinking with others and brings them into your circle. Some of you aren’t even doing an adequate job of asking your colleagues or your staff or your bosses for advice ,so including the board in that way is going to be even more challenging. I told the Pittsburgh school board that if our principal didn’t ask for advice on significant issues like hiring and firing and budget, a new building addition and school policies, that they should give me a call. Not asking advice of the appropriate people before making a decision is a good way to lose a job at Imagine Schools.
None of this will protect you from the person who starts out as an “advisor”, but
becomes a major problem, thinking he/she are crucial to the success of the school. Sometimes you can protect yourself from board members that you chose, by getting undated letters of resignation from the start that can be acted on by us at any time would also help. Some states allow “founding” boards that can be changed once the school starts. That is a good idea if we can control who stays and who goes. Maybe you make all terms one year (if legal) so that we can re-nominate who we want. Make it clear that we will propose all new board members. Again, when the legal rules seem contrary to what I have been suggesting, seek lots of advice about how to set up the board before you select members.
There are probably hundreds of other approaches to overcome the “runaway”
board problems that can arise if you are not careful.
Please take this area of Imagine life seriously. The Board of Imagine Schools meets once a year. It is made up of very secure people that I have known for a long time. They do not need to be “in control”. They are not power hungry. They are encouragers, advisers and people who want to see Imagine grow and succeed. They realize that society places a significant responsibility on them to ensure that we do not participate in illegal activity or do things that will hurt children. They trust that we will do our best to make Imagine the best for parents and students as possible. They know we can’t eliminate all the problems and mistakes, but they also trust us to correct those mistakes and overcome the problems when they arrive. They are ready with assistance and advice when we ask for that, but they are comfortable letting Imagine people do their thing.
That is the kind of board members we want for each of our schools. To get them and keep them, we need to tell potential and current board members the truth about our expectations and keep them involved in all the significant successes and problems that occur in the school. Probably the most important concept that needs to be grasped by potential and sitting board members for our new schools going forward is that Imagine Owns the school, not just the building. Obviously, there are a few legacy school boards for which this will not likely be true, but let’s not create new one if at all possible.
The subject of how management companies come into new states, identify a mock board and then open a charter school has been a hot topic in Colorado in the past few years. Many authorizers question board members extensively during the hearing procewss in order to ensure due dilligence has been done in selecting a management company and that the board members have true authority over the school. Now along comes this Bakke email exposing the company's intent to establish a mock board and keep the power with the management company.
Dean Titterington spoke with the reporter that released the memo when both were at last week's National Association of Charter School Authorizers conference in Salt Lake City. One of the workshops both were in was about the role of management companies. Titterington, the Vice President of the Colorado Charter School Institute, noted in that workshop that CSI was on the watch for management companies who want to set up shop in Colorado without a board with true authority.
Authorizers in Colorado are currently considering a draft of a common contract drafted by the CO Dept of Education, the CO League of Charter Schools and the Charter School Institute. Included with the draft is an attachment of Education Service Provider provisions that authorizers can require of charter school applicants who are using a management company. These provisions include having a performance contract that can be severed without the board ending up with a charter on paper only (all the assets belong to the management company), that the charter board have its own legal counsel separate from the management company and evidence that the board compared the management company to others and selected the company based on what was the wisest decision for the charter school board.
The Charter School Institute has already established a reputation for not being friendly to management companies. It seems as though the Bakke memo just fed more fuel to that fire.
Note: There are a couple of Imagine Schools, Inc. operating in Colorado and this posting is not meant to be a reflection of them individually. Instead, it is about the national management company.