Boards: Who’s Really in Charge?

“There are so many boards at this institution. Who’s really in charge? What do they do? How do people get on the board?”

Higher education boards can be confusing. Knowing the function, purpose and who serves on the board illuminates which body has the authority to make decisions—or only to influence decision making.

The three types of boards (with sometimes overlapping roles) include governing, fiduciary and advisory. A set of legally binding rules called bylaws dictates the role of a board and the actions of its members. The following narrative delineates the hierarchy of higher education boards, their roles and member criteria. Some institutions have a more or less complex system than outlined here. In future postings, I’ll demystify board meetings, explore executive sessions, discuss shared governance and answer the question “Who do I complain to about … ?”

Governing and Fiduciary

The institution’s board of trustees (also called the board of visitors, regents, governors, fellows, supervisors or overseers) governs by making decisions about institutional plans, programs, budgets, policies, risk management and certain employment matters as recommended by the administration. They also have the authority to hire and fire the president or chancellor.

Governing boards provide oversight but do not manage day-to-day operations. Day-to-day management rests with the administration. Think of the boundaries between the two as with the administration and faculty—the administration may ensure programs meet accreditation standards but does not dictate course content. Faculty make those decisions.

For public institutions, the governor or a governmental entity such as the state Legislature appoints board members. An institution may make recommendations or advocate for prospective board members. The appointment process includes an application and recommendations, vetting and approval as mandated by code. Political party affiliation, service and standing (whether professional or political), geographic distribution, and sometimes financial status serve as a basis for selection.

In some states with a university system, there is a system board of trustees, and individual campuses may have a board as well. State code guides appointments for campus board members. A local board’s decision-making ability is more limited than the system Board of Trustees.

Governing boards of private institutions are not appointed by state code. Generally speaking, members are selected in manner as outlined in the next section. At private institutions, the board of trustees and foundation board of directors is often one and the same.

Fiduciary

The foundation board of trustees (or board of directors) is a related but separate nonprofit organization in public institutions. The foundation’s assets support a specific university or college, but the assets are not legally owned by the state, nor are they required to adhere to the same policies applicable to state funds. The foundation oversees investments, asset management, compliance, policies and budgets related to charitable giving. The members assist in fundraising efforts by making contributions and securing resources from others.

Current board members and the advancement division staff identify prospective board members. Nominees are selected for giving history and potential to contribute to the institution and for expertise, affiliation and ability to influence others to give. Current board members elect new members. Members are often alumni but can be business and civic leaders as well as former employees, relatives of alumni, major donors and other friends of the institution.

Fiduciary and/or Advisory

The alumni association board of directors serves as advisers. Some alumni associations exist as related, but separate, nonprofit organizations, as with foundations. Legally separate alumni associations were the model before the establishment of foundations at public institutions. As support from state government diminished, foundations took over the role of providing additional revenue. Today, many alumni associations work with the alumni office, career development and the president’s office to influence and encourage alumni engagement.

Members are alumni nominated by current board members, the alumni office and the alumni body at large. Criteria for nomination include achievements, expertise, leadership abilities, giving history and potential to provide resources to the institution. Some institutions use the alumni association as a means of vetting potential members for the foundation board and board of trustees.

The athletic association board of directors’ role is to champion the athletic department primarily through fundraising efforts. As with alumni associations, some athletic associations exist as related but separate nonprofit organizations supporting the athletic department. In other cases, athletic associations raise funds that the institution’s foundation then manage. NCAA rules and regulations limit an athletic association’s role in fundraising, allocation of resources and involvement in the athletics department and with athletes. Current members, the alumni office and the athletic department provide nominations. Members are selected for reasons similar to the alumni association.

Advisory

Many universities also have college, school and department advisory boards that provide counsel on current professional practices and trends, internship and career development opportunities, mentorships, and fundraising support. Existing members, the alumni office and the associated functional area identify nominees. Members are selected for their achievements, expertise, leadership abilities, giving history and potential to make and encourage others to contribute.

Other advisory boards may include parents’ association boards (also known as parents’ advisory council) and a community relations advisory board. These boards often serve as a sounding board for the division of student life, enrollment management, communications and marketing, and the president’s office. These boards also afford a line of open communication in policy changes and campus controversy or conflict.