This article analyzes South Africa's efforts to promote broader participation in educational decision-making through local school governance structures in which parents serve as majority members. We utilize the "theory of action" framework to understand both government policy and school-level actors' meanings of two dimensions of governance: participation and representation. The analysis considers policy statements, government efforts to monitor implementation, and extensive data from parents, principals, teachers and learners in six diverse schools in two provinces. The "theory-in-use" among most of the school-level actors reflects the policy signals and dominates governance discourse. School governance and participation is being defined in very narrow terms that emphasize participation for efficiency reasons, rather than for democratic purposes. Parents' participation is framed by what principals view as appropriate within the boundaries of supporting the efficient running of the school. Truly re-defining roles of school level actors will require addressing power structures and conventions if it is to allow for the authentic participation of communities in the governance of schools. (Contains 9 notes.)