Preparing for Change on the Board (Case Study)

This case is provided as a tool to foster discussion on governance issues related to board transition.

For JJ Jones, the past six months had been a challenge unlike any he had faced during his first term as chair of his community college’s board of trustees. With three new trustees about to join the board and a new president starting his tenure, his long-serving peers had elected him unanimously to serve a second term, in part to ensure stability and continuity in board leadership. But things immediately started to change as soon as the three new trustees joined the board.

Jones remembered what he had learned from ACCT training — that just one new trustee constituted a “new board.” However, the dynamics of having three new members completely changed the tenor of the board. The new trustees saw themselves as having a mandate from the community to clean house and bring greater scrutiny and transparency. He quickly realized that the media and college constituencies had become aware of the difference in tone.

The new trustees were knowledgeable professionals who brought significant expertise. One was a lawyer, another an accountant with a major firm, and one owned and headed a construction company. The new trustees soon bonded and referred to themselves as the new generation of leaders in the community.

The lawyer made it a point during public meetings to continuously question the assumptions made by the administration on just about every item. He publicly stated that his job as a trustee was to protect the college from possible liabilities and unnecessary risks. He would research agenda items and come prepared with a legal brief on applicable laws and the implications for the college. He openly questioned and disagreed with the legal counsel to the board on numerous items, and drilled the president in a way akin to a deposition for criminal proceedings.

The owner of the construction company scrutinized every construction or repair project on campus. She made it a point to meet with the construction firms and review all the contracts and projects that were approved before she had joined the board. She publicly questioned staff during the board meetings and openly stated that they did not have the appropriate training to oversee construction projects. She questioned the bidding process and the lack of direct involvement of the board, and presented a resolution supporting the need for a new bidding process for all construction projects and outsourcing contracts.

The certified accountant scrutinized the most recent audited report for the college and reported a series of findings to the board on how to improve both the work of the current firm and the process of selecting an auditing firm. He indicated in open public session that the current firm was too small and lacked the experience to handle the needs of the college.

Jones had been delighted when these three new trustees joined the board, bringing with them an array of new experiences and points of view. However, he soon realized that their approach to trusteeship had become an extension of their professional jobs. At times, he felt they were imposing their professional judgment over that of the college’s administration. Board meetings had taken on a different tone and were lasting more than four or five hours.

Worried that board meetings would become more disruptive if he didn’t determine a plan of action, Jones asked himself how and why the board had changed so dramatically. Was the previous board too accommodating of the administration? Was it that the new president did not have enough experience? Jones felt that the administration was doing a good job and knew that the college had a stellar reputation. While he realized that the damage had already been done, Jones wondered if more effort should have been made to prepare the new trustees.

Discussion Guide

1. What are some steps that should have been taken to help the new trustees understand the difference between governance and management?

2. What is the proper balance between professional judgment and personal preference?

3. What should be included in a new trustee orientation program? What is the responsibility of the administration in providing an orientation for new trustees, and what is the responsibility of the board?

4. Now that the damage is done, what actions can Jones and the rest of the board take to come to a resolution and focus on the success of the college?


This case study was first published in the Fall 2011 issue of Trustee Quarterly.