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The Duty of Obedience in a Time of Change

The Duty of Obedience in a Time of Change

Mike Cooney is a senior fellow with AGB Institutional Strategies and a partner with Nixon Peabody LLP, where he leads the firm's higher education and exempt organizations groups.

College and university trustees are familiar with the duties of care, loyalty, and obedience.  An affiliation with another institution, however, sharpens these somewhat academic concepts.  This is particularly the case with respect to the duty of obedience.

The duty of obedience is a fiduciary duty of board members to ensure that the institution is operating according to its stated purposes in its governing documents – in other words, to ensure the mission is being fulfilled. 

Increasingly, the institution must be willing to change its approach – sometimes radically – to fulfill mission better.

For some institutions, affiliation with another entity is the best opportunity to do so.  Board members, though, often see themselves as keepers of the flame of institutional identity – a lofty calling, to be sure, and one that may seem in opposition to an affiliation or merger.

Yet this perspective misinterprets the duty of obedience.  Individual board members and entire cohorts of governing boards come and go.  No two sitting board members would agree on a particular expression of institutional mission, so why is it reasonable to fear the influence of other board members yet unknown?

Instead, board members should focus on identifying the core elements of their institution’s mission.

  • What is our purpose as expressed in our governing documents?  Does it comport with our current focus, or should either be amended?
  • What are the distinguishing, if not unique, elements of our institution?  Do we meet the needs of underserved populations?  Is our pedagogy one which distinguishes us from the neighboring institution?  If we failed to exist, who would carry on this important work?
  • Are there programs or approaches which are so core to our mission that we are willing to operate them at a loss?   Will this same fidelity to purpose be pursued by another governing board without the same rich history and tradition?
  • What elements of our current activities are no longer core?  What deeply held allegiances are we willing to compromise in pursuit of our mission today?  In contrast, what are our “must-haves” in any partnership, merger, or affiliation?

Importantly, the governing board should educate itself on these issues long before an affiliation is at hand.  The outcome will be a more thoughtful and measured response to central questions of institutional identity and impact...the very reasons the institution was founded in the first place.

Considering the benefits of an affiliation or partnership for your institution?  Join Mike Cooney for a complimentary webinar on the topic on June 22, 2016, from 1:00 to 2:00 ET.

Photo credit to Flickr user Tony Webster.

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