An International Visitors Guide to Understanding University Governing Boards in the United States of America

Abstract

This document describes the structure and forms of governing boards in the United States. It provides an overview of the related higher education context and then describes board structure, composition, leadership, and scope of work.

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An International Visitors Guide to Understanding
University Governing Boards in the United States
of America
Peter D. Eckel
University of Pennsylvania, eckelpd@upenn.edu
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Eckel, P.D. (2019). An International Visitor’s Guide to Understanding University Governing Boards in the United States of America.
Philadelphia, PA: Alliance for Higher Education and Democracy (Penn AHEAD), University of Pennsylvania Graduate School of
Education.

An International Visitors Guide to Understanding University Governing
Boards in the United States of America
Abstract
<is document describes the structure and forms of governing boards in the United States. It provides an
overview of the related higher education context and then describes board structure, composition, leadership,
and scope of work.
Copyright/Permission Statement
<is work is licensed under a Creative Commons A=ribution-Noncommercial-No Derivative Works 4.0
License.
<is working paper is available at ScholarlyCommons: h=ps://repository.upenn.edu/ahead_papers/5

An International
Visitor’s Guide
to Understanding
University Governing
Boards in the United
States of America
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University of Pennsylvania Graduate School of Education, Penn AHEAD
Penn AHEAD Working Paper

An International Visitor’s Guide to
Understanding University Governing Boards
in the United States of America
Peter D. Eckel
University of Pennsylvania
Steitler Hall, Room 219
208 South 37th Street
Philadelphia PA, USA 19104
EckelPd@upenn.edu
Synopsis
is document describes the structure and forms of governing
boards in the United States. It provides an overview of the related
higher education context and then describes board structure,
composition, leadership, and scope of work.
Suggested Citation
Eckel, P.D. (2019). An International Visitor’s Guide to
Understanding University Governing Boards in the United States of
America. Philadelphia, PA: Alliance for Higher Education
and Democracy (Penn AHEAD), University of Pennsylvania
Graduate School of Education.
Penn AHEAD Working Paper

1
Higher Education Context
University governance occurs in a national context. Two key elements necessary to
understand that context are the shape and structure of the higher education system and the
governance policy context. We draw on Burton Clark’s triangle of coordination (Clark, 1984)
in which he identies the state, academe (or universities collectively), and the market as three
factors that describe the context for higher education; university systems have the potential for
all three factors shaping the context more or less.
Shape and Structure of Higher Education
Higher education in the United States is a large and diverse system of colleges and universities.
e number of universities that grant degrees (at the associate’s, baccalaureate, master’s and
doctoral levels) is 4,360 (in 2016-2017) (U.S. Department of Education, 2018). e number of
students enrolled (2016-17) is 19,841,014.
e colleges and universities are classied according to mission and the types of degrees
awarded. ese include the following, presented by number of institutions and enrollments
(U.S. Department of Education, 2018).
Table 1. Institutional Diversity by Numbers and Enrollments
Number of Institutions Enrollment
Research university, very high and high
research activity 1
219 5,122,515
Doctoral/research university 2109 1,390,806
Master’s 741 4,390,258
Baccalaureate 855 2,170,451
Special Focus (4-year) 907 668,739
2-Year (Associate’s) 1,527 609,0245
Research universities are those that award a full complement of degrees from the
baccalaureate to the doctoral and professional degrees across a range of elds and disciplines.
Doctoral/research universities in contrast oer doctoral degrees in very limited numbers
but do not have high levels of research activity in terms of research grant activity and peer-
reviewed publications. ese universities award baccalaureate and master’s degrees. Master’s
universities are those that oer at least 50 Master’s degrees each year (and fewer than 20
doctoral degrees annually). Baccalaureate institutions focus predominantly on undergraduate
education and do not oer graduate degrees. Special Focus institutions are those that oer
1 A distinction exists that separates research universities with very high from those with high research
activity, which have been combined here for simplicity.
2 Institutions that award at least 20 research/scholarship doctor’s degrees per year, but did not have a
high level of research activity.

2
degrees in a single course of study, such as psychology, law, business, education. 2-Year
are those colleges that oer associate’s degrees and are mostly what in the U.S. are called
community colleges 3.
Further, higher education institutions vary by their ownership, what in the U.S. is called
control. ere are three types of control - public universities (such as the University of
Michigan or Cal Tech University); private, nonprot universities (such as e University of
Pennsylvania, Stanford University, and Williams College); and private, for-prot institutions
(such as the University of Phoenix and American Public University). e for-prot
universities can be publicly traded corporations or privately held companies. e prole is as
follows (U.S. Department of Education, 2018):
Table 2. Institutional Control by Number and Enrollments
Number of Institutions Enrollment
Public 2,963 14,582,972
Private, nonprot 1,682 4,077,797
Private, for-prot 1,055 1,180,245
Finally, 33 of 50 states have organized their public universities into systems. State systems
have a single governing body for the public universities and operate as a policy collective even
though each system institution holds its own accreditation. Twenty-six states have one system
for all of their public four-year universities, such as Wisconsin and Maryland. e other seven
states have multiple systems. Texas has the most with the Texas A & M System, the University
of Texas System, e Texas State University System, the Texas Tech University System, the
University of Houston System and the University of North Texas System. California has three.
Governance Policy Context
e U.S. has a long history of higher education. e rst institution, Harvard College (a
private, nonprot), was established in 1636, over 100 years before the establishment of the
country. From that beginning American higher education developed as a diversied sector
(Geiger, 2016) as the current prole described above illustrates. us, the size and diversity of
U.S. make it challenging to make general statements about the governing context. However, in
the U.S., the pull is rmly toward Clark’s market (Bok, 2003; Gieger, 2004; Kirp, 2003), while
the other two elements do exist depending on university mission and type of control.
For private universities, the market is signicant. Private nonprot and for-prot universities
and colleges generate their own revenues through a variety of sources, including tuition,
grants and contracts, philanthropic gis and auxiliary services in which they sell services and
3
 e word “college” can mean either a full institution ( e College of William and Mary) or it can refer to
an academic unit within a university ( e College of Education at the University of Michigan).  ere is
no distinguishable quality or status hierarchy between institutions that use the word college or university
.

3
products (like health care) directly to consumers (Kirshstein and Hurlburt, 2011). Some do
receive state government appropriations, but the percentage of overall revenue is very small.
ese universities do benet from Federal government dollars. Research universities rely
on research grants, and colleges and universities of all missions benet from government
provided student loans and grants in which the student receives the aid (bursaries) directly.
Because the student aid (bursaries can be used at an accredited college or university (portable
aid), this factor contributes to heightened market forces as universities compete for students
supported by Federal dollars.
Furthermore, for public universities the market rather than government also plays a
signicant role. For example, nationally 46.4% of public university educational revenues came
from tuition fees paid directly by students, and more than half of all states relied more heavily
on tuition fees than on governmental appropriations (SHEEO, 2018). Only public 2-year
institutions (community colleges) receive more revenue from state appropriations than tuition
(Kirshstein and Hurlburt, 2011), mostly because of a rm commitment to comparatively
low tuition fees as their mission is increase access to higher education and focus on career
preparation (Riley Bahr and Gross, 2016). Public universities also complete for students using
Federal loan and grand dollars.
e government does play a role, most meaningfully in public higher education, at the state
level as they try to strike a “delicate balance between institutional autonomy and public
accountability” (McGuinness, 2016, p. 250). States are responsible for governing public
higher education, as will be discussed below, as well as providing some appropriations and
underwriting construction and infrastructure projects. ey may mediate between public
universities seeking to oer competing degree programs or operate in overlapping geographic
areas. ey also drive accountability and monitor institutional performance. In some states,
government may regulate procurement and contracts and require that some or all employees
fall under their stang and civil service policies (McGuinness, 2016). e Federal role of
higher education is limited, but still important. It plays a signicant role in directly (research
grants) and indirectly (student aid) nancing higher education, regulating some aspects
of universities (such as around issues of anti-discrimination, environmental protection,
occupational and student safety) , and accountability for the provided moneys (Mumper,
Gladieux, King, & Corrigan, 2016).
Universities both public and private undertake change to respond to emerging market
pressures (Baker and Baldwin, 2015), such as create new degree programs or open new
campuses. Some even change their names from college to university to position themselves
more strongly in a highly competitive marketplace (Morphew, 2002). In contrast to other
countries’ higher education systems in which the government dictates which programs to
oer, and the numbers of students to enroll and their qualications, U.S. universities control
these factors themselves to compete for students and respond to market and educational
needs. Some states may incentivize particular new degree programs or enrolling students from
certain backgrounds or geographic locations, but the primary level is nancial incentive rather
than policy directive.

4
Furthermore, quality assurance is accomplished through a voluntary structure in which
private, nonprot organizations carry out this function. e government recognizes
accreditation providers but is not directly involved in quality assurance (Eaton, 2015). Even
accreditation in the U.S. is a nongovernmental enterprise.
Governing Body Profile
e diversity of U.S. higher education is reected in the structure, scope and function of
governing bodies. A key factor is control: if a university is public or private (Association of
Governing Boards, 2016). erefore, this prole addresses each group separately. Even within
public and private universities much variation exists 4.
is prole focuses on the primary governing board of each university, college or state system.
Some church related universities have a two-tiered board that includes both a college or
university board and a governing body of the sponsoring religious order, which hold what
are called “reserve powers” related to dictating mission, hiring the president, and owning
property. Some states also have dual governing structures that include governing boards as
well as coordinating boards. is prole addresses governing boards and not the higher-level
bodies, which function more like buer bodies. In many instances, coordinating boards are
more closely connected to, if not extensions of, state government rather than independent
institutional-focused boards (McGuinness, 2016).
Governing Board Structure
5
Two key structural elements are board size and the number and focus of committees.
Tremendous variety exists across size of governing board structures.
Table 3. Average Size of Governing Boards by Control.
Public Private, Nonprot
Research/Doctoral 13 40
Master’s 12 30
Baccalaureate 12 30
2-Year 8 21
Special Focus 12 20
State Systems 14 NA
Average 12 29
4  is pro le excludes private, for-pro t boards.  at sector only serves approximately 10% of enrolled
students and has tremendously diverse governance and management structures depending on if the
university is privately held or publicly traded. Furthermore, data about the governance of this sector is
not readily available.
5  e data presented here comes from the Association of Governing Boards’ Policies, Practices and
Composition of Governing and Foundation Boards 2016.

5
e variation in size within and across dierent types of institutions does not reect the size
or complexity of the universities governed. Harvard University has a small board (called the
Corporation) with 13 members. In contrast similar universities such as the University of
Pennsylvania (also a private, doctoral research university) has 59 members. Both include the
university president as a voting member. e California State University System board that
governs 23 universities and 484,000 students has a 25-member board.
Governing boards of U.S. universities have committees, through which much governance
work is conducted. Committees focus on strategic as well as routine matters and make
recommendations to the full board for a nal vote.
Public Boards: 5 committees on average
Private Boards: 8 committees on average
Although the specic structures of board committees vary, they tend to focus on the following
issues:
●
Finance/budget
●
Audit
●
Academic Aairs/Academic Policy
●
Building and Grounds
●
Governance (internal board activities)
●
Executive
●
Advancement
Depending on university mission and priorities, other committees include:
●
Government/External Aairs
●
Technology
●
Health Sciences
●
Diversity and Equity
●
Economic Development/Community Engagement
●
Enrollment
Membership
6
Board membership includes the mix and proportion of representation and aliation among
board members including the share of internal and external members; and if the rector/
president is a voting member of the board (Saint, 2009).
In the U.S. membership of governing boards is predominately composed of individuals not
6  e data presented here comes from the Association of Governing Boards’ Policies, Practices and Com-
position of Governing and Foundation Boards 2016.

6
employed by the university. Governing boards are external bodies made up of university
outsiders. e most common backgrounds are business and professional services, such as law
and medicine.
Some boards have representative members, oen one person from each category. us, these
university insiders are in the minority among board members. It is much more likely for
public universities to have a student serving on the board than it is a paid university employee.
Table 4. Stakeholder Voting Membership
Faculty/Sta Voting Students Voting
Public 16% 45%
Private, Nonprot 35% 10%
e following share of boards have individual representatives in attendance at meetings, but
they are unable to vote on board decisions.
Table 5. Stakeholder Non -Voting Membership
Faculty/Sta Non-voting Students Non-voting
Public 11% 26%
Private, Nonprot 26% 13%
A small number (12% voting and 4% non-voting) of public boards have the state’s top elected
ocial (the governor) serve as a member of the board.
e university president (rector) in some cases serves on the board in either a voting or non-
voting capacity. Presidents are much more likely to be voting members of private, nonprot
university boards.
Table 6. Presidents as Board Members
Voting Non-voting
Public 6% 26%
Private, Nonprot 57% 22%
Member Appointment Processes
An important element to understanding governing boards is the means through which board
members are identied and appointed or selected
In the U.S. private university boards are “self-perpetuating” in that they identify and recruit
their own members. is work is oen the responsibility of the Governance Committee of

7
the board, per the above discussion on committee structures. At a small number of boards,
individuals are elected through a limited voting capacity, such as alumni representatives as
elected by members of the alumni association. Some religiously aliated private universities
have a few board members (oen less than 25% and frequently much less) appointed by the
religious sponsoring order.
Public university board members are identied by a range of processes varying across the 50
States (AGB, 2016).
Figure 1. Board Members Selection
Other (20%)
General election (10%)
State legislature appointment (4%)
Governor appointment only (9%)
Governor appointment
w. legislative conrmation (54%)
Chair Appointment Processes
e chairs of the majority of public university boards are selected by the board itself (92%).
In approximately 2% of public boards the Governor appoints the board chair. For private,
nonprot boards, the board as a whole elects its chair from within its current members (72%).
In 10% of situations, a smaller group of trustees, who serve on the leadership body of the
board, its Executive Committee, select its member. e remaining share of both public and
private universities use a variety of approaches (AGB, 2016).
Board Accountability
Governing bodies are accountable for the institutions they govern (UCU, 2014; AGB, 2007).
e question is to whom are the boards accountable?
●
Ministry or other governmental entity;
●
Buer body; or
●
Independent (such as US private institutions).
In most states boards are held to a legal duciary standard that encompasses three aspects
(AGB, 2015):

8
●
e duty of care which requires trustees to carry out their responsibilities in good faith
for the best interest of the university;
●
e duty of loyalty which requires board members to put the interests of the institution
rst and to act in ways consistent with the institution’s public purposes; and
●
e duty of obedience which obliges a board member to advance the mission of the
college or university consistent with its stated purpose and within the boundaries of
the law.
Violations may trigger an investigation by a State’s top legal ocer, the Attorney General
or legal proceedings may be brought against the university board. ere is no direct, regular
external review of boards or evaluation of their performance. Board accountability is complex.
at said, governance is reviewed as part of accreditation. Also, the university’s nances
are audited independently by an outside auditor, which also provides some degree of
accountability for the board. Furthermore, University public accountability in some ways
is akin to government agencies answering to the electorate and businesses answering to
stockholders. While, university stakeholders lack direct levers of inuence - they cannot vote
out board members at the ballot box or use the tools of activist investors in the corporate
setting. However, the faculty can vote no condence in the board.
Finally, the press plays an important external role in board ethics serving to call public
attention to potential ethical violations. It oen is the court of public opinion in which boards’
ethical and unethical practices are judged and may be judged most harshly.
Scope of Work
Esterman & Nokkala’s four types of autonomy (2009, p. 7) provide a useful framework for
understanding governing body work:
●
Organizational structures and institutional governance – in particular, the ability to
establish structures and governing bodies, university leadership and who is accountable
to whom; the hiring. To this we can add the hiring, review, and termination of the chief
executive.
●
Financial issues – in particular the dierent forms of acquiring and allocating funding,
the ability to charge tuition fees, to accumulate surplus, to borrow and raise money
from dierent sources, the ability to own land and buildings and reporting procedures
as accountability tool
●
Stang matters – in particular the capacity to recruit sta, the responsibility for terms
of employment such as salaries and issues relating to employment contracts such as
civil servant status
●
Academic matters – in particular the capacity to dene the academic prole, to
introduce or terminate degree programs, to dene the structure and content of degree

9
programs, roles and responsibilities with regard to the quality assurance of programs
and degrees and the extent of control over student admissions.
Because US boards of trustees are the ultimate legally recognized authority, they have
responsibility and authority across the four autonomy domains. However, some dierences
exist for public and private university boards. For example, most but not all public boards
have the ability to set tuition for their respective campuses (Pingel, 2018). Alabama in the past
six years repealed the ability of boards to set tuition (Pingel, 2018). Additionally, 14 states have
policy to either cap or freeze tuition that their residents pay for higher education (Kelchen
& Pingel, 2018), eectively having policy makers control a signicant portion of university
revenue. Private university boards are able to set tuition and fees.
Some public universities have to adhere to state procurement and capital project policies; and
in a few states some, but oen not all, human resources fall under public employee policies
(McGuiness, 2016).
e nal element is that new degree program approval might be done at the state level rather
than the board level. Maryland is one such example with the Maryland Higher Education
Commission, a coordinating board, approving new degree programs.
Private universities have greater autonomy than public universities across all four domains.
ey set tuition and budgets. ey own and are responsible for property; including purchasing
and selling real estate. ey can take out loans and issue bonds. ey create and execute
their own hiring policies and determine the needed positions and the qualications for
those positions. ey are responsible for the development and stewardship of the academic
enterprise, but delegate most of the work and responsibility to academic and administrative
sta, which in turn develop academic degree programs and determine admissions standards.
However, even private universities do not have complete autonomy. In some states, such as
New York, the state coordinating board also has some limited jurisdiction over private universities.
Private universities are also subject to Federal and State laws and statues as discussed above.
Both public and private university boards have the authority to hire, review, and, if necessary,
terminate the university president. Most hiring processes (called searches) are conducted by
a stakeholder-driven representative body, charged by the board. is body, oen working
with an external consultant, screens candidates and recommends oen three candidates (in
an unranked order) to the board for nal decision. Boards make the nal hiring decision.
ere are some notable dierences. In some religiously aliated universities, the university
board makes a recommendation to the sponsoring order board for nal approval (one of the
traditional reserve powers). In some state systems, the system head, with input from the board
may hire and review university presidents. Boards work in conjunction with the president to
set performance goals and metrics. Boards review annual progress toward these goals. Boards
also have the power to terminate a president for poor performance. Boards tend to also set
presidential compensation, although a few states have guidelines to which boards must adhere
or are strongly recommended to adhere.

10
The Nature of Work
Optimally the work of board in the U.S. spans three areas – oversight, problem solving and
strategy (Eckel & Trower, 2019). (See Table 7). is means that boards develop multiple
capacities and structure their work to address these three areas. ey may not address all three
areas equally, but eective boards are able to adjust their work to meet the demands placed
upon them and their universities or state systems.
Table 7. Three Dimensions of Board Work
Function Oversight/
Accountability
Problem-solving Strategy/ Problem-
nding
Mind-set Analytic Inquisitive Exploratory
Sample
questions
boards ask
How did our actual
performance compare
with our budget
projections?
How well is our
investment strategy
working?
Did the president have
a successful year?
What is the cost of
the new tuition and
nancial aid policy?
Are we condent that
students are learning?
What are we doing
about the academic
performance of
athletes?
What might X mean
for our campus?
What are the
emerging trends in the
economy to which we
should respond?
e oversight work of boards looks back at past performance. How well did the institution do
regarding budget or enrollment projections? How well is the investment strategy working?
What have been the returns? Accountability and oversight are essential functions for boards.
is work has the board looking in the rear view mirror.
Boards also work in the present, particularly related to their problem-solving role. Here they
partner with management and sometimes with faculty to jointly address pressing institutional
issues. at said, boards must be careful to understand when they risk crossing the line
from governance to management related to problem solving. ey may not actually solve
the problems but oer advice and counsel and serve as a sounding board to administrators
responsible for acting. For example, they may ask questions such as “What is the cost of
the proposed new nancial aid policy” or “What are the factors contributing to enrollment
downturns?” are tied to the present, as are issues like understanding institutional responses
to student protests. e present is where problems are solved and where questions surface
regarding forthcoming decisions.
Finally, boards must look well into the future. is is where the strategic and generative work
is done in conjunction with administrators. In this work, boards are not problem-solvers,
but problem-seekers, working to nd and frame issues for better understanding. is work

11
is essential, yet too oen overlooked by boards as they focus mostly on the past and present.
Asking inquisitive and curious questions about topics such as what demographic changes
might mean for the university, how the economy is changing in ways to which the university
might better respond, or what a new type of technology might mean for creating a competitive
advantage helps focus boards on the future. is work has the board collectively looking out
the windshield—over the horizon, if not around the corner.
Each point in time requires boards to adopt dierent mindsets or ways of thinking. e more
dierent ways boards can think in the boardroom the better. e accountability/oversight role
is, fundamentally, analytic. What are the facts and what do they suggest? How do we evaluate
the evidence? e problem-solving role requires an inquisitive perspective. Questions such
as “What?” and “Why?” are inquisitive. e strategy/problem-nding role asks boards to be
exploratory and get at the “So what?” questions like “What sense do we make of this or that?”
and “What are the potential consequences of . . . ?”
Conclusion
Governing boards of U.S. universities are complex. ey are complex in their diversity,
membership and structures. ey are also complex in the work they do and the value they
add. Not all boards are eective. In fact, many have been labeled as mediocre (Eckel & Trower,
2019). e better boards are those that continually assess and reassess their contributions,
do the work necessary to be prepared and up to date on key developments, ask informed
questions, and invest the time to be appropriately engaged.
Citations
Association of Governing Boards. (2016). Policies, practices and composition of governing
and foundation boards 2016. Washington DC: AGB.
Association of Governing Boards (2015). AGB Board of Directors’ Statement on the Fiduciary
Duties of Governing Board Members. Washington DC: AGB.
Baker, V. L., & Badwin, R. G. (2015). A case study of liberal arts colleges in the 21st Century:
Understanding organizational change and evolution in higher education. Innovative Higher
Education, 40. 247-261.
Bok, D. (2003). Universities in the Marketplace: e Commercialization of Higher Education.
Cambridge, MA: Harvard University Press.
Eaton, J. (2015). An Overview of U.S. Accreditation. Council for Higher Education
Accreditation. Washington DC: CHEA.
Eckel, P.D., & Trower, C. A. (2019). Practical Wisdom: inking Dierently About College
and University Governance. Sterling, VA: Stylus Publishing.

12
Geiger, R. L. (2016). e ten generations of American higher education. In Bastedo, et al
(eds.) American Higher Education in the Twenty-First Century. (3-34). Baltimore, MD: Johns
Hopkins University Press.
Gieger, R. L. (2004). Knowledge & Money: Research Universities and the Paradox of the
Marketplace. Palo Alto, CA: Stanford University Press.
Kelchen, R. & Pingel, S. (2018). Postsecondary Tuition Capping and Freezing. Denver, CO:
Education Commission of the States.
Kirp, D. L. (2003). Shakespeare, Einstein, and the Bottom Line: e Marketing of Higher
Education. Cambridge, MA: Harvard University Press.
Kirshstein, R. J., & Hurlburt, S. (2011). Revenues: Where does the money come from? Delta
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