Membership Rights
The TBS Bylaws Taskforce believes that the sense of membership in the community is valuable at The Berkeley School. We propose that the new bylaws retain the idea of membership, and that we use this opportunity to better and more clearly define what rights and responsibilities of membership best serve the mission.
Here is a list of rights, which the new bylaws could include. Some of these are drawn from the corporate code, others from our own history and practice at TBS. We invite you to look over the list and think about which of these are most valuable. A few of these might prove to be cumbersome, or unduly limit the Head of School or Board from acting quickly in a crisis. So, we encourage everyone to think carefully and intentionally about which of these are most important in fulfilling our mission to ignite curious minds, awaken generous hearts and engage a changing world.
Individual Rights
- The right to attend meetings of the Board of Trustees
- The right to speak at meetings of the Board of Trustees during designated community comment section of the agenda, without invitation, and the right to present more formally to the board by invitation.
- The right to participate in board committees and task forces as a voting member of those committees or task forces, when invited to join a committee by the committee chair.
- The right to be a voting member of the TBSPA with all the associated rights per the TBSPA bylaws, including the election of TBSPA officers and the election of the TBSPA Chair who is an ex officio member of the Board of Trustees. (Something to consider--should this be open to parents and guardians only, or all community members?)
- The right to be informed of and attend all TBSPA member meetings.
- The right to participate in two meetings a year to be held with the Board Chair together with the Parents Association.
- Should a "vacancy" occur (by a trustee leaving service prior to the end of service term) and should the board of trustees not fill that vacancy to complete the term, the right to elect a trustee for that "vacancy" until the original end of term.
- The right to inspect books and records, including membership lists, for purposes reasonably related to your interest as a member.
- The right to request and receive annual financial statements from the corporation.
- The right to fair expulsion and suspension procedures.
- The right to request the appointment of election inspectors for member elections, on such items as are listed under collective rights and the right to a tabulation of member votes.
- The right to receive notice of involuntary dissolution
- The right to bring derivative suits and other court actions
Collective rights: The list below refers to rights, which would be exercised by membership vote. If any of the starred rights are included in the bylaws, all of the starred rights must be included, since the inclusion of any of these changes the status of the members.
- The right to dispose of all or most of the corporation’s assets
- The right to dissolve the corporation
- The right to make merger agreements
- The right to amend the articles of incorporation
- The right to amend the bylaws
- The right to call a special meeting of members with 5% or more of membership.
The community voted in 2008 to allow the board of trustees to become a self-perpetuating board. The vote was 166 to 11. For this reason we are not proposing to go back to a system of designating any or all trustees by votes of the membership.
The community came to this decision after an inclusive process that included a series of community forums and the guidance of an outside consultant. In revisiting this, we (the Bylaws task force) have gotten input on the 2008 vote and the decision to move to a self perpetuating board from the TBS administration, CAIS accreditors and attorneys with specific expertise in non-profit independent schools.
I do not understand why the Committee refuses to even put forward the idea that the Membership elects the Trustees. What does the Committee have to fear in having the Trustees held accountable by those to whom they have a fiduciary duty?
ReplyDeleteThere is serious doubt about the validity of the 2008 By-laws. Questions remain whether the Membership was adequately informed that a vote for the 2008 By-laws would result in the Membership losing control over the Board. For this reason alone, the Committee would do well to put the issue before the Membership once again. Doing so in an open, well-debated environment would settle the issue once and for all. If the idea of a self-perpetuating Board is valid, it will remain standing after an open, well-informed, intellectual debate.
It seems disingenuous for the Committee to claim it is asking for Membership input while withholding the most controversial issues from consideration. Again, I wonder, what does the Committee have to fear by allowing the membership decide whether Trustees are elected rather than hand-picked?
I have forwarded to the Committee a proposal that follows what nearly all Boards across the country do: The Board is allowed to nominate candidates for vacant seats; the Membership votes on those seats. This allows the Board to propose qualified candidates, and usually results in those candidates being elected. A Board that is functioning properly gets what it wants: sustained long-term consistency. But the Membership maintains a critical power, and that is the power to reject the Board's direction if it goes off course.
This check and balance is fundamental to good governance. It prevents cronyism and run-away Boards while still giving the Board the ability to set direction. Not coincidentally, this democratic process mirrors our own civic governance, and for a reason. It holds those accountable to whom they serve.
I hope the Committee can see that precluding the Membership from even discussing the idea of Member-elected Trustees turns the Community Forums into a something approaching a farce.
(Part II)
ReplyDeleteThe 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.
(Part I)
ReplyDeleteThank 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.
I realize I'm commenting a bit late here, but I am confused about this particular discussion of membership and how it relates to "rights" we already have as parents at TBS (such as a right to fair processes for expulsion). I assume that these rights are not currently in question. I do however think that this is an opportune time for the Parents Association to review its own Bylaws and procedures to ensure that parents have ample opportunities to engage in self (and shared) governance of community-building and parent-education activities.
ReplyDelete