The Comfortable Lie of Board Governance

Built for Harvard. Fatal for Most of Us & Why higher education's legacy board governance model is destroying the institutions it was designed to protect

I have sat across the table from the leaders of more than twenty colleges and universities that were on the edge of closure. Not in conference rooms with catered lunches and slide decks about strategic positioning.

In conversations where people were trying to figure out whether they were going to make payroll, whether they were going to have to call their accreditor, whether they had one more semester or three. These were not conversations about vision. They were conversations about survival.

And in almost every one of them, the same thing was true. The institution had a board. The board had bylaws. The bylaws gave that board ultimate authority over the institution’s future. And the board, by the time the conversation reached me, was either paralyzed, divided, or being worked by internal factions in ways that made coherent action nearly impossible.

The institution was not going to close because its mission had failed. It was going to close because its legacy governance structure was never designed for the world it was now living in. The bylaws were a document written for a different kind of institution, in a different century, and most have never challenged the construct since.

That is what this piece is about.

Let me clear one thing out of the way first, because the argument gets misread without it. The 501(c)(3) is not the villain. It is a tax status. The independence it creates from government and from purely commercial pressure is worth protecting, and I have built a career inside it.

The villain is what the sector built underneath that tax status and then started treating as sacred. The volunteer board, the bylaw architecture, the deliberative committee cadence, the quarterly meeting rhythm, none of that is required by the tax code.

It is a cultural inheritance, borrowed from a handful of wealthy institutions that could absorb its costs, and then bolted onto every tuition-dependent college in the country as if one model could fit all of them.

For Harvard, sitting on an endowment of over fifty billion dollars, the model works. The board protects real assets, and slow deliberation costs nothing when the endowment generates more per student than most small colleges collect in total revenue.

For the college with a two-million-dollar endowment and six hundred students fighting for its life, the same governance assumptions are not protection. They are the mechanism by which the institution is prevented from saving itself. The structure was built for the schools that need it least and imposed quietly, killing the schools it is quietly killing.

That is the design flaw. Everything that follows is what it looks like from inside the room.

The Shadow Communication System Nobody Talks About

Here is the thing about formal governance that the governance literature never quite captures, because the governance literature is written by people who work inside the system and benefit from not seeing it clearly.

The formal communication channel, the quarterly board meeting, the president’s report, the committee updates, and the carefully assembled board book are the public performance of governance. It is real in the sense that it happens. It is not the place where governance actually occurs.

The actual governance of most institutions happens in the shadows of that formal structure.

It happens in the phone call between a board member and a disgruntled senior administrator the week before the meeting.

It happens in the sidebar conversation at the reception, where someone with a grievance against the president’s direction gets fifteen minutes with a trustee who does not have the operating context to evaluate what they are hearing.

It happens in the email from a long-tenured faculty member to a board member they have known for twenty years, framed as concern for the institution and functioning as a precision instrument of resistance.

I have watched this dynamic operate at institutions across the country. The people working it are not, in most cases, consciously malicious. They are people who believe, sincerely, that the direction the institution is moving is wrong. And because the formal channels of influence, shared governance, faculty senate, and committee processes, have been bypassed or restructured in the service of speed and survival, they route around the formal channels.

They find the trustee with a sympathetic ear. They provide just enough information to create doubt, just enough framing to make the president’s decisions look reckless, just enough emotional resonance to turn a well-intentioned board member into an unwitting instrument of institutional paralysis.

The board member sitting in that quarterly meeting, absorbing information that has been carefully curated by the formal reporting structure, has simultaneously been receiving an entirely different picture of the institution through informal channels.

The information they receive informally is selective, often out of context, and always framed by the interests of whoever delivered it or even better anonymously. The formal communication is the facade. The shadow communication is where the real leverage is applied.

The instruments are familiar to anyone who has lived through a transformation. The anonymous letter to the board chair, unsigned, unverifiable, impossible to question, and impossible to ignore, was written specifically to send trustees chasing their own tails through a maze with no exit.

The vote of no confidence was staged not because confidence has actually collapsed, but because the procedure exists and produces a headline. The petition. The leaked memo. The coordinated wave of concern that arrives, by remarkable coincidence, the week a difficult decision is scheduled for a vote. None of it is designed to inform the board.

All of it is designed to manufacture enough noise that a sincere volunteer can no longer tell signal from interference. And that is the entire point. The goal was never to persuade the board that the transformation is wrong.

The goal is to make the situation feel so contested, so fraught, so full of unresolved conflict, that the path of least resistance becomes inaction.

There is a way to disarm this entirely, and I will get to it, because the answer is not better trustees. It is a structure that never lets the unverifiable claim reach them in the first place.

And the board member, meeting four times a year, without deep operating knowledge of the institution, without the time or the context to triangulate what they are hearing against the full operational reality, is in no position to tell the difference. So they do the thing that feels responsible and is, in fact, the most dangerous thing available to them.

They try to lower the temperature. They ask the president to slow down, to build more consensus, to bring people along, to pause until the conflict subsides. They believe they are being prudent stewards. What they are actually doing is using their fiduciary authority to halt the exact transformation they were seated to protect, because the people who profit from the status quo have made standing still feel safer than moving forward.

The fiduciary, overwhelmed by manufactured noise, becomes the instrument that kills the institution’s last chance to save itself, and goes home believing they did the careful thing. They were made into a weapon by people who decided their own interests mattered more than the institution’s survival, and they never knew they were being used.

I have seen presidents driven from institutions by exactly this mechanism. Not because they were wrong. Because they were effective. And because the shadow communication system inside the governance structure found the right board members and gave them just enough to work with.

I have lived the other side of it, too. A trustee once resigned over precisely this tension, and she was honest about why. She believed the institution should be governed the way it always had been, by consensus, by the long deliberation of a room full of credentialed people asking questions until agreement emerged.

She sat in my office more than once and told me that when you have a room full of people with doctorates asking questions, it means they expect to deliberate their way to the answer.

She was not wrong about what the institution had been. She was wrong about whether that model could survive what was coming. I told her, plainly, that consensus governance takes too long, and that an institution facing what we were facing could not afford a process designed for a calmer century

She left. I understood why she left. But the enrollment cliff did not pause to let us deliberate, and the institutions that kept deliberating are the ones that are no longer here. [Since then four of the colleges held as an exemplar against us are closed!]

I do not tell that story to claim I was right and she was wrong. I tell it because the disagreement was real and honorable, and because it shows the actual fault line. It was not good people against bad people. It was a model built for abundance colliding with a reality defined by scarcity, and only one of them could win.

A Volunteer Is Not a Governing Body

Let me say something that will make a lot of people in this sector deeply uncomfortable.

The volunteer board model, applied to a tuition-dependent institution operating in a disrupted market, is not a governance model. It is an aspiration dressed in bylaw language.

A volunteer is someone who gives their time because they care about an institution. That is genuine, and it matters, and I am not diminishing it. But caring about an institution and being equipped to govern it are not the same thing, and pretending they are is how institutions close.

Think about what we are actually asking of a volunteer board member at a struggling private college. We are asking them to show up three to five times a year and make decisions that could determine whether the institution survives. We are asking them to evaluate a president’s performance based on how people feel about them

We are asking them to approve a financial strategy without the operating context to understand what the numbers mean in real time. We are asking them to weigh in on institutional direction in a sector they may not understand, in a market that is moving in ways the quarterly board book cannot fully capture.

The honest question most are not asking out loud is this. If a board member is so engaged in the institution that they have developed genuine operating knowledge, genuine strategic depth, and real-time situational awareness, are they actually functioning as a volunteer? Are they actually governing at arm’s length, as the fiduciary model requires? Or have they become something closer to an operational participant, which creates an entirely different set of problems?

The board members who show up four times a year are not equipped to govern at the level the bylaws authorize. The board members who get deeply enough involved to actually be equipped cross lines that make the governance model stop functioning.

There is almost no version of the volunteer board, as currently constituted at the average tuition-dependent institution, that maps onto what the bylaws say the board is supposed to do.

I understand why the sector does not want to say this. The volunteer board carries enormous moral weight. It represents civic engagement. It represents independence from both government control and commercial interest. Questioning it feels like questioning those values.

But the volunteer who shows up four times a year, whose primary connection to the institution is nostalgia or a modest gift, whose stake is not commensurate with the authority the bylaws bestow, and who is being fed information through a shadow communication system designed to serve someone’s operational agenda, is not a governing body.

They are a structural vulnerability. And right now, at dozens of institutions across the country, that structural vulnerability is being exploited with devastating precision.

This Is Not a Hypothetical

I want to be concrete, because this argument gets dismissed as theory by the people most invested in not hearing it. So look at what is already on the public record.

North Idaho College spent years on the edge of losing its accreditation. Not because of its academics. Not because of its finances. Its accreditor, the Northwest Commission on Colleges and Universities, was explicit on this point. The academics and the finances were in good shape.

The thing that nearly destroyed the institution was the board itself. The commission found that the college lacked, in its own words, a functioning governing board responsible for the quality and integrity of the institution. Trustees repeatedly overstepped their boundaries.

Meetings devolved into personal attacks. The board faced thirteen votes of no confidence from faculty, staff, and students over three years. They placed the president on administrative leave for undisclosed reasons, paid him for eighteen months to sit at home, and got sued to reinstate him.

A college that was academically and financially sound came within one accreditor’s vote of being erased, and the only thing wrong with it was its governance. That is the design flaw made visible. The structure was the threat.

Then look at Albright College in Pennsylvania, where the failure ran the other direction. There, faculty and staff said they spent years sounding the alarm, and the board did not heed them. Administrators told the city in early 2025 that the college had only run deficits in 2023 and 2024.

The records showed the institution had been in the hole since 2018. The board, governing through the curated quarterly window I described earlier, did not see what the people doing the actual work had been trying to tell them for half a decade. By the time the picture became undeniable, the college was borrowing against its own endowment to avoid closing its doors.

That is not a story about bad people. It is a story about a governance structure that delivered a comfortable version of reality to the body that held ultimate authority, right up until the comfortable version stopped being survivable.

And then there is Hampshire College, the case that should end the fantasy that money is the missing ingredient. Hampshire had everything a struggling college is told to wish for. A famous and devoted alumnus in Ken Burns, who chaired a sixty-million-dollar campaign and urged donors to give until it hurt and then give four times more.

Anonymous millions arriving in his honor. Eight hundred acres of New England land. More than half a century of fierce institutional loyalty. It closed anyway. The roots of that failure reached back to its founding, when the original benefactor instructed the board in his own will to treat his gift as an endowment, an anchor to secure the college against the perils of a changing economy.

The board spent it on buildings and land instead. Decades later, the buildings could not pay the bills, and the land could not be sold fast enough, and a college that generations of people loved died with a celebrity champion still fighting for it. The gift made the headline.

The governance was the story. An institution that will not transform cannot be rescued by a check, because the check funds the institution that exists, not the one it refused to become.

And lest anyone think this afflicts only the small and under-resourced, look at Michigan State. A public flagship with billions in resources has churned through president after president, with the board itself named as the reason. Samuel Stanley resigned in 2022 amid what national leaders openly called trustee interference in the university's daily operations. Three years later Kevin Guskiewicz left for Clemson after barely two years, citing tension with the same board, which in the same stretch moved to change its bylaws to restrict members from publicly criticizing the institution. This is not a money problem. Michigan State has money. The disease does not discriminate by endowment. It only looks different when there is enough money to keep paying for the damage.

Four institutions, Four failures, no two alike. One where the board itself became the crisis. One where the board was the last to know there was a crisis at all. One where no amount of money could outrun a governance structure that would not change. All of them are the same structural problem, wearing different clothes. And none of it is rare.

More than eighty private nonprofit colleges have closed or merged since the start of the pandemic, with closures running at roughly one a week through 2024. The sector reports these as financial failures because financial failure is the cause of death that does not require anyone to examine the governance structure that allowed it to happen.

I have sat with enough of these institutions in their final months to tell you that the financial failure was almost always the symptom. The governance failure was the disease.

The Bylaws Were Written for a Different Institution

I have been in this sector long enough to have read more sets of institutional bylaws than I want to count. And here is what strikes me every time.

The governance architecture encoded in those bylaws was built for an institution that served five percent of the population, that operated in a non-competitive environment, that was governed by people with real financial stakes and deep institutional legacies, and that had the endowment and the stability to absorb the consequences of slow deliberation.

That institution existed before 1965. Before the Higher Education Act opened the door. Before access became the promise, tuition became the revenue model, and enrollment became the existential variable. Before the market became genuinely competitive, the demographics became genuinely challenging, and the technology became genuinely disruptive.

The bylaws do not know that any of that happened. Most were written to emulate what came before it did. They were updated cosmetically over the decades, language adjusted here and there, committee structures reshuffled, and titles changed. But the fundamental governance architecture, was not redesigned for the world that now exists.

So the institution, trying to respond to a competitor that launched a new program, cut its tuition by thirty percent, and took three hundred of your students in a single enrollment cycle, is operating through a governance structure that requires a committee review, a peer review, a board presentation, a vote at the next quarterly meeting, and a follow-up assessment before it can act. By the time the process completes, the window has closed.

This is not a management failure. It is a design failure. The institution is not being badly led. It is being governed by a document written for a world that no longer exists.

What I Learned the Hard Way

I did not arrive at Unity Environmental University with a clear theory about this. I arrived as someone who had worked inside the sector long enough to have internalized its assumptions, including the assumption that the traditional nonprofit board governance model was fundamentally sound.

What the work taught me, slowly and at real cost, was that the governance structure I had inherited was not compatible with the pace of change required nor could it change without very comfortable people voting against their own perceived self-interest .

Not because the board members were bad people. Many of them were extraordinary. But they were operating inside a structure that was asking them to do something the structure was not designed to support. The communication architecture gave them a curated view of the institution, while the shadow channels gave them a distorted one.

The formal authority the bylaws invested in the board was not matched by the operating context required to exercise it well. The president’s ability to act with speed was constrained by a document that had not been updated for the market we were now competing in.

We changed the bylaws. Not as a cosmetic exercise, but as a fundamental redesign of who holds what authority and how the institution actually moves. The board became strategic advisors to the CEO with real fiduciary oversight, not operational participants with ultimate authority over every significant decision. How we did that, the specific disciplines and structures, is worth laying out plainly, and I will in a moment.

The board won the John W. Nason Award for Board Leadership from the Association of Governing Boards in 2018. I want to be precise about what that means. It was not an award for reducing governance. It was recognition that a board had done something genuinely rare, redefine its own role in real time, in service of an institution that needed to move differently, and do it in a way that strengthened rather than weakened institutional accountability.

We grew from under 600 students to more than 10,000. We reengineered our tuition approach and locked it through 2030. We grew operational cash reserves by a factor of twenty. That is not a result that happens through the standard governance model. That is a result that happens when the governance model is redesigned to match the operating reality of the institution.

And it is still the outlier. That is the part that stays with me. After everything that results represent, after many institutions that has studied the Unity model, after every conference presentation, every article, and every conversation, the governance redesign we did has not become a template. It has become an exhibit. Something to look at, admire briefly, and explain away as specific to our circumstances.

It is not specific to our circumstances. The architecture is replicable by any institution willing to have the honest conversation about what the bylaws were designed to protect and whether that protection still serves the people the institution exists for.

First We Had to Decide What Kind of Board We Were

Before any of the changes that follow, there was a prior question, and it was the one almost no board asks out loud. What kind of board are we?

The fiduciary duty is not part of this question. It is the floor, the minimum, non-negotiable obligation every board carries the moment it exists, to protect the institution’s assets and ensure its integrity. You do not get credit for it.

The real choice sits on top of that floor. Beyond the fiduciary minimum, what is the board’s primary lens. Is it philanthropic, existing to raise and give the money that sustains the institution? Is it operational, leaning into the running of it? Is it strategic, existing to steward the institution’s direction and long-term viability? A board carries traces of all of these, but the ones that function have decided which is primary, and the ones that fail never decided at all.

Unity began, like most institutions, as a founders board, where the founders are the institution and the board exists to carry their vision forward. But an institution that survives long enough stops being a founders institution, and almost no board notices the moment the inherited lens stopped matching the institution it now governs. What remains is a board operating through a lens nobody chose, protecting a vision that has quietly become nostalgia.

We chose strategic. We decided the central purpose of the Unity board, above the fiduciary floor, was to steward the long-term viability and direction of the institution, and that everything else would serve that purpose. That single decision clarified our governance more than any other, because it gave us a test. Every question before the board could be measured against one standard. Does this serve the strategic viability of the institution.

The absence of a chosen lens is not neutral. It is a blocker. When a hard decision arrives, the philanthropic trustee weighs it one way and the operational trustee another, with no shared standard to resolve them. That vacuum is what the shadow communication system feeds on, because a manufactured concern lands differently on each trustee when there is no agreed lens to filter it through, and the noise wins for lack of a shared signal. A board that has not decided what it is cannot tell a strategic threat from a personal grievance dressed up as one.

Everything that follows came out of that one decision. We did not adopt a list of best practices. We chose a lens, and the lens told us what the bylaws had to say.

Nine Things We Actually Did at Unity

I am wary of writing anything that reads as a complaint with no remedy attached, because the sector has enough of that already. So here is the specific work, not the theory. Nine things we did at Unity to take a governance structure that was going to kill the institution and rebuild it into one that could keep it alive. None of these requires a larger endowment. All of them require the willingness to stop treating the inherited model as sacred [Please note this is not advice, as your institution has specific needs that could look very different from ours, but the work of deciding that is the story].

First, we moved the hard conversations out of the theater. We created an independent setting, a committee of the whole, where the board met without the pageantry of formal presentation. No slide deck performance. We asked one question out loud. What is the real reason we are in this room today? The agenda stopped being the shield.

Second, we met more often, for less time. We dropped the quarterly marathon for shorter, more frequent substantive sessions. A board that meets four times a year for six hours sees the institution four times a year. A board that meets briefly and often stays close enough to reality that the back channel loses its monopoly on information.

Third, we killed the presentation and asked for the truth. We stopped letting the board book function as a reassurance instrument and rebuilt reporting around the decisions that actually had to be made and the risks that actually existed.

Fourth, we drew the line between the board and the CEO in writing and enforced it. The Responsibility, Scope, and Authority framework was not a diagram on a wall. It defined what the CEO decides, what the board decides, and what happens when the line gets crossed, so that nobody could quietly migrate operational control into the boardroom.

Fifth, we built peer control for the back channel. When a trustee received the unsigned letter or the sidebar concern, the discipline was to bring it into the room, not to act on it privately. The board policed its own back channel. A concern that could not survive being named in the open was treated as what it usually was, interference rather than information.

Sixth, we took the board outside its own walls. We invested in external training and conference attendance, not as a perk but as an expectation. A board that only ever sees its own institution has no reference point for whether what it is experiencing is normal, dangerous, or already fatal.

Exposure to other institutions, other models, and other crises gave our trustees the perspective to recognize patterns they would otherwise have to learn the hard way, on their own institution, in real time. A governing body with no external benchmark is governing in the dark.

Seventh, and this is the one almost nobody does, we took the validation of accusations out of the boardroom entirely. We reimagined the use of an independent law and crisis management firms to assess the substance of anonymous letters, accusations, and waves of manufactured concern before any of it reached the board.

An accusation does not get to set the agenda simply because it was loud or well-timed. It goes to an independent body whose job is to determine whether there is anything real underneath it, and only what survives that validation reaches the trustees. The effect is profound.

The anonymous letter loses its power because it can no longer route around scrutiny straight into a sympathetic trustee’s inbox. The performance accusation has to become a real allegation with real substance, or it dies in validation.

We took the single most effective weapon used against transforming institutions, the unverifiable claim delivered at the perfect moment, and we built a structure that disarms it before it can reach the people with the authority to act on it.

Eighth, we refused to seat single-issue trustees. A tuition driven, non-profit board cannot afford a collection of advocates, and the moment a trustee arrives to protect one program, one building, one constituency, or one grievance, they stop governing the institution and start lobbying it from the inside.

We made a deliberate decision that a seat on the board was not a platform for a cause. Every trustee had to be capable of holding the whole institution in view, weighing the survival of the entire enterprise against the comfort of any single part of it, including the part they personally cared about most.

The single-issue trustee is the easiest person in the world for the back channel to recruit, because their vote is already decided before the meeting begins. A board built of whole-institution thinkers is far harder to weaponize, because there is no pre-loaded grievance to aim.

Ninth, we moved our major donors into advisory roles rather than board seats. This one runs against every instinct the sector has trained into us, which says you keep your largest givers as close to the center of power as possible. We came to believe the opposite.

A major donor on the governing board carries a conflict that no one wants to name out loud. Their generosity becomes entangled with their authority, and the board quietly loses its objectivity because no trustee, however principled, finds it easy to vote against the person whose gift is keeping the lights on. So we separated the two.

We created meaningful advisory structures where our most significant supporters could be heard, valued, and genuinely engaged, and we freed them to do the thing they do best, which is give, without that gift purchasing a vote on governance. The board got its objectivity back.

The donors got to be philanthropists instead of power brokers. And the institution stopped confusing the size of someone’s check with the soundness of their judgment about its future.

None of this is exotic. It is what good governance looks like when you design it for the institution you actually are, different for every institution, in the market you are actually in, rather than the one the sector inherited and never questioned.

Why Presidents Choose Exit Over Transformation

I want to say something I have not said publicly before, because I think it is the key that unlocks why this problem persists.

I have talked to a lot of presidents. Not the ones giving keynotes about transformation. The ones sitting across from me in private, trying to figure out whether they have enough runway to do what the institution needs. And what I hear, over and over again, in different languages but with identical emotional content, is this.

The governance structure is not designed to support the change the institution needs. The board is well-intentioned but operating without adequate context. The shadow communication system is active and sophisticated, and already working against the change agenda.

The bylaws give the board authority that will be deployed against the president the moment the transformation becomes visible enough to threaten the people invested in the current structure.

And underneath all of it sits a truth the sector almost never says out loud. The modern college presidency was never designed for success. It owns total accountability, yet must operate inside processes it inherited and cannot change without a level of buy-in it was never trained to build.

The board holds the authority, the faculty hold the culture, the donors hold the money, the accreditor holds legitimacy, and the president is answerable to all of them and in generally in command of none.

Worse, each constituency keeps its own private scorecard. The board scores financial stability. The faculty score academic quality and their own standing in how the institution evolves. The donors score the honoring of their intent. The same decision that satisfies one betrays another.

The president is handed a needle to thread that has no opening. We ask one person to carry the accountability of a chief executive while holding the authority of a figurehead, and then act surprised when the people who see the trap most clearly decline to stay in it as they are not motivated, hired, nor equipped to change it.

So the president does the math. They can spend the next three years in the fight, absorb the institutional and personal cost of trying to change a governance architecture that does not want to change, and still lose.

Or they can take the offer from the wealthier institution or where the endowment absorbs the complexity, where the market pressure is lower, where the governance fight is someone else’s problem. And they take the offer.

I understand that choice. I came close to it myself, more than once. I know exactly what the calculus feels like from the inside. And I am not criticizing the people who made it.

The sector taught them that survival inside the institution is optional and survival of the career is essential. It rewarded the leaders who managed the board elegantly and punished the ones who tried to change it. The choice to leave is rational, given the incentives the system has built.

What I am saying is that this is the mechanism by which the governance problem reproduces itself. The presidents who understand it most clearly are the ones most likely to exit rather than fight it.

The ones who stay longest are often the ones most skilled at managing around it rather than changing it. The institution does not get the governance redesign it needs. It gets the comfortable arrangement that its structure was built to produce.

And the students who needed the institution to be different never get what they were promised.

Something New Must Be Built

The 501(c)(3) is not going away. Nor should it. But the governance assumptions that higher education has built inside it were designed for institutions with endowments, not institutions with tuition dependency.

1. They were designed for a stable and non-competitive market, not a disrupted one.

2. They were designed for a board with financial skin in the game, not a rotating roster of volunteers whose primary qualification is affection for the institution.

3. They were designed for a world in which five percent of the population went to college, not one in which access is the promise and the financial model depends entirely on delivering it at scale.

Those assumptions, encoded in bylaws that have not been fundamentally redesigned since before the world that made them necessary, are killing institutions that have every right to survive.

Something new must be built. Not to eliminate board governance. Not to hand the institution over to commercial interests or political ones. But to create a governance architecture that matches the actual operating reality of the tuition-dependent institution in 2026 and beyond.

• One where the roles of the board and the CEO are defined with precision rather than by tradition.

• One where the communication channels are designed to surface the truth rather than manage it.

• One where the authority that the bylaws invest in a governing body is actually matched by the operating context that the governing body brings to the table.

I am not writing this from a position of theory. I am writing from a position of having built that model, seen it work, seen the sector explain it away, and seen institutions I knew close because the governance conversation came too late or never happened at all. The bylaws were never written for the institution; most colleges and universities actually are. It is long past time to write new ones.

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