This article examines California's system of school governance. The article's overarching concern is how state structures and policies support or constrain the capacity of schools to deliver an adequate and equal education. Specifically, I address the following questions: Who is responsible for ensuring that the state's schools have adequate resources? What means are available to determine of schools' curriculum, personnel, facilities, and instructional materials are adequate? What means exist for determining if schools are performing satisfactorily? What means exist for remedying deficiencies in schools? I argue that the irrationality, incoherence, and limited efficacy of California's increasingly state-controlled system of governance contribute substantially to create the substandard conditions in schools that are the subject of the Williams case.