Readers who are familiar with nonprofit governance in the USA may be aware that it is relatively rare for paid employees to serve as voting board members on the governance structure of a US-based nonprofit corporation. Influential theoretical models of organizational governance have shaped this customary approach over the past 50 years – most notably the Policy Governance model of John Carver.

Governance norms that emerged from Carver’s perspective have usually emphasized a preference for separating the governance and the operational activities of an organization. In pratice, this has meant that paid employees have been discouraged - or indeed sometimes overtly prohibited - from serving in governance roles within organizations.

It should be noted that these norms historically reflected strongly ownership-focused models of organization governance. These models developed initially in for-profit environments (e.g., equity corporations) and later spread to nonprofits. There is no doubt that they are heavily indebted to Carver’s perspectives.

Various other theoretical models of governance do exist, however, including stakeholder-focused and cooperative governance models. These models are much less influenced by ownership as a key concept, and much more open to a vision of collective and stakeholder-based decision making.

In this revised iteration of its approach to governance, the Academy has taken a strongly stakeholder-focused approach. In particular, staff and faculty (i.e., employees of the college) are considered to represent key stakeholder groups, as this term has come to be defined in the governance literature. Their participation in the governance structure of the college is taken as given, and reflects this basic perspective.

While this approach may conflict with Carver’s perspectives, it is consistent with other perspectives that have been influential in governance theory, most notably the widely-used foundational principles used by cooperative organizations around the world.

To address some of Carver’s concerns, we emphasize in these bylaws the vital significance for all board members of the “Fiduciary Principle”. This principle states simply that, regardless of their individual stakeholder perspective, all board members must fully embrace the idea that all decisions must always be made in the best interests of the institution, not in any private or subgroup interests.

We also emphasize the importance of full disclosure of conflicts of interest. And we insist upon appropriate recusals whenever such conflicts arise, as a means of ensuring that appropriate fiduciarity is maintained. We also take a strong approach in these bylaws to ensuring that excess private benefit transactions (inurement) must never occur for any individual involved in the governance process. This would be true regardless of their stakeholder status.

Most colleges and universities are nonprofit institutions just like the Academy. And in many such institutions, at least some compromises with respect to Carver norms have long been endorsed. Faculty employees have, for example, historically been recognized as one of the most important of all stakeholder groups in colleges and universities. Faculty Senates in many large universities have direct input into the governance process. And some colleges reserve seats on their governing board directly for faculty members.

In this revision of the college’s key governance document, i.e., its bylaws, we make explicit our commitment to treat all stakeholders at the institution equitably. We define the groups in question, and we then give each group designated voting rights. We do not privilege any one group over any other in terms of the ultimate weight or value of their group’s theoretical contributions. We believe this equitable and overtly stakeholder-focused approach is the right one at this time in the college’s history.

Finally, it should be noted that, while normatively unusual, this stakeholder-based approach to governance is fully compliant with Florida law and IRS regulations. As part of its due diligence process while finalizing the approval of this new set of bylaws, the Academy’s board sought legal advice regarding these structural modifications to its approach to governance, and this new version of the bylaws (December 2023) was approved for legal compliance by an independent law firm with expertise in such matters.