An Administrator's Guide to California Private School Law

Chapter 2 - Governance

The Bylaws may also provide for the creation of any other officer positions as required to enable the Board to sign instruments or conduct the school’s corporate affairs. These discretionary positions may include, but are not limited to, a Vice President, Vice Chairs, Co-Chairs, etc. The same person may hold multiple offices, subject to any restrictions in the Bylaws. However, the President/Chair cannot also be the Secretary or Treasurer/CFO. 41 b. Number Of Directors According to the National Association of Independent Schools, the average number of Directors on its member schools’ boards in 2006 was 22. 42 However, an “average” is not necessarily that helpful in determining what number will work best for any individual school because the appropriate number of Directors is not a “one size fits all” proposition. Generally, the smallest number of Directors that still permits the Board to work effectively is ideal. The appropriate number will likely depend on a number of factors, including the size of the school, the grades of instruction offered, and the board’s organizational structure. It is best to specify a range for the required number of Directors. This gives the school flexibility in conducting its affairs from year to year. The most important consideration is whether the number of Directors allows for effective governance of the school. Any decision to change the number of Directors should take into consideration the size of the pool of individuals who are both interested in and qualified to serve on the Board. c. Composition Of The Board Equally important as determining the appropriate size for the Board is determining the proper composition of the Board. The Board should be composed of people who have specific strengths and/or skills that suit the needs of the Board and School, and who have some knowledge of tax- exempt practices. Board members should be engaged and knowledgeable about the School and generally should not include paid employees or paid officers. Some Bylaws place limits on the number of Directors that may come from any one constituency. For example, some Bylaws provide that no more than 60% of the Board may be comprised of alumni or parents, past parents, or grandparents of students, etc. These types of restrictions on Board composition are not required by law and should be carefully considered prior to implementation. Once a specific number or percentage is assigned to any category of board members, it can restrict a school’s ability to fill vacancies with qualified board members. Each constituency has various advantages and disadvantages that may affect a school’s decision whether to impose a limit on how many Directors may come from that constituency. We discuss some of the more frequently used constituencies below. i. Current Parents Pro: Very personal interest in the school Con: May not possess a long term view with too much emphasis on the present Con: Perceptions are colored by their own child’s (limited) experiences and may be difficult to avoid bias towards positions that favor their child

An Administrator’s Guide to California Private School Law ©2019 Liebert Cassidy Whitmore 35