Comments from Mitch Bostian, Head of School

Thank you for laying out the full spectrum of potential member rights here: it's clarifying and useful, and helps me to see the range of possibilities that could exist. I have certainly seen schools where none of these rights existed (i.e. closed board meetings, no community comment option or board committee/task force membership), and assume that there are some where ALL exist.

What I've found useful -- and would suggest to everyone who's considering the question of including/excluding specific rights for members -- is to first think in terms of test cases or conditions that would lead to members exercising that right. For some, the condition is simply "being a parent or guardian at the school"; for others (i.e. expulsion/suspension processes, derivative suits/court actions), the conditions are certainly more specific. I would then urge everyone to consider the degree to which members exercising that right would influence the functioning of the board -- and, if applicable, administrative functions and daily operations at TBS.

The consideration about member/board/admin influences seems to apply particularly to some of the "collective rights" listed above. Specifically, "the right to dispose of all or most of the corporation's assets" gets my attention: since managing those assets (in the form of the yearly budget) in a way that fulfills the mission and vision of TBS is an integral part of the Head of School's job, members who felt it necessary to exercise that right could have an immediate and significant effect on administrative decision-making.

I have very significant concerns about "the right to call a special meeting of members with 5% or more of membership." To me, this seems like a formula for reactive, situation- and issue-based meetings that would lead to factions and splintering, that would undermine regular board, TBSPA, and community forum meetings, and would impede the board's ability (and charge) to be thinking long-term rather than short-term. 5% is not a very large number, and from my experience as a parent in various school communities, I can easily imagine scenarios where 5% of the membership might have a particular desire related to program or site -- and, with this right, could then call for a special meeting centered around that desire. There's absolutely nothing wrong about those desires being expressed: one of the reasons that all of us have chosen an independent school is to have those avenues for expression and conversation, and, rightly, they should be directed to the administration. However, I think the ability to call a special meeting of the membership -- ECC-8 -- with a very low threshold of membership percentage, and with no guidelines about those meetings' content or purpose, is potentially quite disruptive to both board and administration functioning. And, as I understand the explanation above, there's no such thing as having members with "some" of the collective rights but not others: members either have ALL of the collective rights, or none of them. So it wouldn't be possible to extend any collective rights without including this "5%/special meeting" right -- and that concerns me.

Obviously, I am an interested party here; I assume people will keep that in mind. I'm not part of the bylaws committee -- although they have occasionally asked for my input about how some aspect of the bylaws might affect the duties and responsibilities of a school head -- and ultimately I don't have any more, or less, influence over the outcome of this process than any other community member, save for the influence that from my position at TBS (and the fact that I have three children at the school). I am also bringing perspective drawn from 22 years of experience (professionally and (for 10 of those years) parentally) in five different independent school communities, and would be happy to talk with anyone about how those communities have functioned under similar, or different, sets of bylaws and approaches to governance.



February 25, 2011 10:55 AM