The Board’s Role in Governing AI Use
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The Board’s Role in Governing AI Use

Your school’s board of trustees may need some guidance in discussing AI use at the appropriate level.

Nov 4, 2025  |  By Jeff Shields, FASAE, CAE

From the November-December 2025 Net Assets Magazine.

AI concept illustration blue background
Jeffrey Shields, FASAE, CAE
NBOA President and CEO

As artificial intelligence (AI) becomes more widely adopted, it’s increasingly influencing nearly every aspect of independent schools. Teachers create lesson plans with ChatGPT, students research papers with AI assistants, and business officers and human resource directors can take advantage of tools to streamline their workloads.

School leaders have devoted significant resources to vetting AI tools and setting policies and procedures to mitigate risks around privacy, bias, discrimination and intellectual property rights, to name a few. Guidelines may be included in student, parent and employee handbooks, while training and updates keep all constituents informed.

What I’ve heard less about is what’s happening in our boardrooms. Are trustees ready for the AI wave that’s washing over their schools? While heads of school deal with implementation strategies, students grapple with ethical guidelines and teachers figure out classroom applications, I wonder how prepared our boards are for the challenges around AI and governance.

Assess Your Board’s AI IQ

Trustees handle three main responsibilities: governance, fiduciary duty and strategic oversight. AI touches all of them, especially when it comes to school policies, risk management and legal considerations. The wide scope of applications means many trustees don’t know where to start.

Trustees handle three main responsibilities: governance, fiduciary duty and strategic oversight. AI touches all of them, especially when it comes to school policies, risk management and legal considerations.

The other part of the challenge derives from the widely different levels of experience on the average independent school board. Trustees come from diverse backgrounds, from CEOs and well-known thought leaders to parents and young alumni.

My friend and colleague Christina Lewellen understands those nuances. As president and CEO of ATLIS (the Association of Technology Leaders in Independent Schools), she’s talked to a half dozen boards this year and concluded that trustee engagement with AI runs the full spectrum. “Some boards dive in and have real conversations. Others are completely lost.”

When boards do tackle AI, they must grasp the basics first. “You need to arrive at a shared understanding of what we mean by AI. I talk about it in three categories — AI for the classroom, for teachers and then business professionals — and those are all very different.” Once everyone speaks the same language, trustees can focus on their unique responsibilities.

This much is critical: Trustees shouldn’t be debating whether third graders can use ChatGPT for their reports on the U.S. state capitals. Instead, they need to work at a higher level, as they do in every other aspect of their governance role. ATLIS, along with NAIS and ISCA (Independent School Chairpersons Association), recently published a guide for NAIS and ATLIS members to help level conversations: “An Uncertain Future: An AI Resource Guide for Independent School Trustees.”

 The guide spells out three essential roles for trustees:

  1. Make sure the school’s strategic plan reflects how AI will change education and the entire school community.
  2. Give the head of school the resources to do AI right. That means budgeting appropriately for staff training, technology upgrades and ongoing support.
  3. Seek out high-level guidance on student data privacy and legal requirements. Trustees don’t need to understand every technical detail, but they do need to know the school is protecting students’ information.

Mission Aligned, Policy Driven

Independent school trustees seem to be moving in the responsible direction when it comes to AI. John Toscano, principal and independent school segment leader at CLA (CliftonLarsonAllen) sees a transition taking place. Early in their AI adoption, schools focused more on issues like academic integrity and compliance with privacy and data regulations. Now, “The pendulum is moving into more of a strategic, mission-aligned approach that also wraps in operations, risk management and long-term sustainability.”

While trustees don’t need to get into the weeds around AI implementation, they do need to ensure that their schools have the proper policies and structures in place. Toscano’s colleague Alexander White, CLA’s principal for data science, machine learning and AI, pointed to an overarching AI policy as an essential first step. “That policy can change over time, but it’s the lens through which the entire school is going to look at every decision they make as it relates to technology.”

A strong policy also sets expectations for vendors and third-party tools. “As we are looking at contracts and data retention and the different tools that are being used, are they using the data responsibly? Let’s make sure that we have an understanding there,” White told me.

Smart Implementation, Careful Consideration

Some boards are tempted by the convenience of AI tools, but shortcuts can bring real risks. Here’s a warning from Lewellen: “Using AI transcription for board meetings seems convenient, but they’re creating written records of conversations that perhaps should stay private — especially ones that involve students and personal information.”

Consider safer applications. AI can summarize long reading materials, help trustees search historical meeting minutes or support agenda preparation, but they need to consider carefully how those tools affect the school’s risk profile. “AI is seductive,” Lewellen noted, “and it also can be dangerous. Even when platforms promise they won’t sell your data or use it for training, nothing stops them from changing those rules later.”

Toscano adds that boards must keep risk management at the forefront. Educational institutions hold massive amounts of personal data. They’re also among the top targets for bad online actors and adopting the use of AI might expand that risk profile. “Protecting personal data and adhering to privacy laws falls under trustees’ responsibility in terms of their duties of care and obedience,” Toscano noted.

Strategy, Culture and Risk Oversight

Beyond policies and risks, boards also play a cultural role. White posed the question: “How can we get people excited about artificial intelligence and not afraid of the impact? In some cases, employees might fear AI is going to replace their job, when, in reality, it can enable schools to achieve more.”

Once again, trustees’ responsibility for strategic and mission alignment is the guiding force here. It’s up to them to help school leaders build a roadmap for artificial intelligence that aligns with their school’s goals and mission.

Enterprise risk management is one place boards can integrate AI oversight. Toscano observed that some schools have yet to adopt formal enterprise risk management processes, either at the full board level or on their audit or risk management committees. “They should absolutely work AI usage discussions into the rotation. That would be the place to bring in folks to talk about it or delegate the responsibility to people who can then report back.”

Equipping Trustees

An outside expert brought into a board meeting can help spur meaningful conversations, said Toscano. “Having a knowledgeable professional or a legal counsel who has an expertise in that particular industry speak to the board about AI technology and fiduciary responsibilities should be a top priority.”

Trustees can also reference broader frameworks, including the NIST AI Risk Management Framework and the International Organization for Standardization (ISO) framework on information security management systems. White recommends them as reference materials for the governance and risk components of artificial intelligence that school leaders need to be thinking about.

Start Now

Independent school boards don’t need to become AI experts. They do need to stay anchored to governance principles and their duties of care, loyalty and obedience. If heads of schools, business officers and other school leaders aren’t having regular conversations about AI oversight with the trustees, they need to start the dialogue now.

AI is evolving quickly and there’s no reason to expect that pace of change to slow. Boards that consider AI with a strategic mindset and discipline will position their schools to thrive, not only in today’s fast-moving environment, but in whatever world of disruptive technologies that lies ahead.

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Jeffrey Shields, FASAE, CAE

NBOA President and CEO

Follow NBOA President and CEO Jeff Shields on LinkedIn.


Author

Jeff Shields

Jeffrey Shields, FASAE, CAE

President and CEO

NBOA

Washington, DC

Jeffrey Shields, FASAE, CAE, has served as President and CEO of NBOA:  Business Leadership for Independent Schools since 2010. NBOA is the premier national association serving the needs of business officers and business operations staff at independent schools in areas including accounting, finance, tax, human resources, risk management, business IT and facilities.  The association has grown from 23 founding member schools in 1998 to nearly 1,300 US member schools, plus member schools in Mexico, Canada and 20 other countries around the globe.  Shields, an active member of the American Society of Association Executives (ASAE), is a member of the 2008 Class of ASAE Fellows (FASAE) and has earned the Certified Association Executive (CAE) designation. He currently serves as a member of the Enrollment Management Association’s Board of Trustees.  Previously, he served on the ASAE and ASAE Foundation Board of Directors, as a trustee for One Schoolhouse, an innovative online school offering supplemental education to independent schools, and Georgetown Day School in Washington, DC.  He holds a B.A. from Shippensburg University and an M.A. from The Ohio State University.

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