Purpose of the Event:
The Bylaws Taskforce organized this event as the first in a series of community events aimed to gather community input into a TBS bylaws re-write draft that will be voted on at the end of this school year. The design of this first event was intended to bring parents who are not aware of the bylaws or the history of the bylaws revisions at TBS up-to-speed on our process and purpose. It was also intended to initiate a first conversation with the parent community about proposed changes to the current bylaws and to hear comments, questions, and concerns from the parents. The format was arranged into about half formal presentations to the group and about half comment/discussion. The next events will have a different format.
Presentation Summary: (not included in this summary is the history of TBS/BMS bylaws and governance leading to this point – please see the full presentation PowerPoint presentation for more detail)
· Guiding Question for the Bylaws Taskforce is “What kind of governance leads to a stable school with a diverse board, which is focused on the long term, and on supporting the Head [of School]?”
· What are bylaws?
o A legal document designed to provide a framework for the legal operations of the school.
o The Berkeley School is a nonprofit, 501(c)3 organization and the by-laws are our corporate constitution.
o The By-laws provide the Board of Trustees with a legal framework to conduct business.
o They are not a mission statement.
o As Mitch so eloquently stated, “in looking at the school as a body, the By laws are the Bones”.
· Objectives of the Bylaws Taskforce:
o Ensure that the document we are using to govern the school is legal and unambiguous
o As TBS pursues accreditation, evaluate NAIS best practices and make intentional decisions to deviate from or bring into compliance
o To create Bylaws able to support the school for the next 20 years
· Biggest proposed changes to the bylaws:
o Complies with current law and removes ambiguities existing in the 2008 by laws (the most recent revision, voted on and passed by the TBS community in 2008)
o Unambiguously reflects the 2008 change in how board members are selected/elected:
§ Per revised By laws they are selected and elected by a majority vote of the Trustees
§ No longer by selection or vote of the membership
§ Thus, clarifies that the board is self perpetuating per NAIS advice
o Eliminates the concept of Membership
§ The elimination of Members of the corporation and any references to their role or responsibilities regarding governance of the School.
§ The proposed draft confirms the Board is a self perpetuating entity.
§ The elimination of the class “members” eliminates their rights to amend the bylaws or elect or remove trustees.
§ These things will be the sole purveyance of the Board.
§ The new bylaws shift the notion of “membership” over to the PA.
· This allows parents to continue to contribute to the community through an organization designed to support the work of the school in the immediate term (the PA) rather than an organization charged with setting long term direction and strategy for the corporation, ( the Board.)
o Has clearer and more detailed indemnification language
o Keeps our current ex officio members including: HOS, 2 Faculty members, Chair of the PA
o Shifts some things that used to require a 2/3 vote (electing trustees and revising bylaws) to a simple majority.
o Permits executive session votes in executive session
· Community Schedule:
o February 15/tues : TBS Community Forum: "What are the TBS Bylaws and why are we rewriting them?" and "How does the Board trustees Selection/Election process work @ TBS?" location: In the Depot/University campus 7pm.
o March 1 /tues: TBS Community Forum: By law proposed Draft review and TBS community-discussion/input* location : In the depot time: 7pm
o March 16 /tues (or later March) : TBS Community Forum:(tentative- will hold as needed) Confirmation of final Draft and voting process
o April 12/tues - Board vote on the final By laws draft
o April 15/Membership advised of vote.
o June 1/ weds- Voting day: Per the process required by our current By laws we will advise the Community 45 days before the actual vote takes place. The planned vote date is May 1. We will announce the vote once the Draft is finalized
COMMUNITY COMMENT PERIOD:
Questions and concerns raised around the issue of ‘membership’
· What does ‘member’ mean in the context of the bylaws?
o What are the current rights of ‘members’?
o Is there a similar concept of ‘member’ found in bylaws for other non-profit corporations and/or schools?
o Is there any liability for ‘members’ currently? Is there any equity for ‘members’ currently?
· What does it mean to remove the concept of ‘members’ from the bylaws, or shift the concept of ‘members’ to another section under the Parents Association?
o What do we gain and what do we lose? What can we vote for currently and how will that change?
o How does this relate to the concept of a self-selecting board (current structure as of 2008)?
o How does this relate to the history of TBS (prev. BMS) parent concerns about run-away boards?
o Teachers went through a similar process recently and are now more focused on teaching.
· What is the fiduciary duty of the board of trustees (both currently and proposed)?
o How does this duty change or remain the same with the proposed change in ‘membership’?
Questions and concerns about the current structure of a Self-Sustaining Board
· What is the structure of the board of trustees right now? (self-sustaining/perpetuating)
· Concerns about board responsiveness to parent concerns if self-sustaining.
· Concerns about too much board attention to the current parent body and not enough on the long-term sustainability of the school if non self-sustaining.
· Parent’s previous experience with co-op model of governance (parent-elected) at another pre-school was messy and driven by crisis.
· How do we preserve ‘diversity of opinion’ within the board (bylaws?) structure?
· What are some problems with elections of board members? Why would an uncontested election be a problem?
o a well-qualified parent might not apply because of an avoidance of election process.
o Uncontested elections can make it difficult to target and recruit a particular expertise for the board.
· With the 2008 change to a self-sustaining board structure, must emphasize the need to have a structured communication between parents and the board.
‘Best Practices’ or other options for proposed bylaws changes
· Concerns about access to richer information on ‘best practices’ recommendations, particularly from NAIS as that is a source of information for the bylaws taskforce.
o The taskforce must be able to explain why a best-practice is adopted and why a best-practice is not adopted. However, our current bylaws will likely not prevent accreditation.
· TBS is unique, not necessarily a “Best Practices” school and the structure should reflect that.
o NAIS best-practices do not necessarily reflect Berkeley, the Montessori tradition, nor the unique history of TBS.
Bylaws
· What is the current structure of how the bylaws can change?
o It depends: if the change impacts ‘membership’, then the members must vote
· Why are we being asked to vote if on this change?
o The current set of bylaws are unclear. The board would like a strong set of bylaws that are legal and clear.
· The 2008 election (revision of bylaws) was overwhelmingly positive, but was driven by a vision from- and trust in- Janet Stork.
Board-Parent-Admin Interactions
· We need a legitimate and authentic process for parent input. How can the board open up channels of communication more effectively? What is mechanism for concerns being heard and responded to? Concerns about closed channels of communication and effects of that (frustration, attrition).
o The format of board meetings is intimidating. This limits the number/type of parent that will attend and comment during the public comment period.
§ What are the ways the board can be more inviting towards parents wishing to comment at board meetings?
o Just a brief comment period at board meetings is not enough, what else?
§ The public comment period should be both at the start and at the finish.
§ Having a non-voting board member from the parent’s association is good.
§ The proposal is for bylaws to have stipulation of dedicated meetings with the community.
§ The board should provide more mechanisms of information flow: and email address, pictures of the board members, lists of past decisions
§ The board should solicit information from the parents.
§ Comments given to the board should be reflected back and recorded in the minutes.
§ Make the minutes public and richer in content.
· Would the board be more responsive to current parent concerns if elected by parents (the structure of the board prior to 2008)?
o Keep in mind: there are categories of concerns that are not the purview of the board.
Forum Structure / Bylaws Taskforce Process
· Remember that we are all friends and will have a coffee together after (awesome!)
· This process is coming on the tails of other ‘hot’ issues within the TBS community and board-parent interactions. Open communication is necessary for trust-building.
· Requests to see a draft of the proposed bylaws for community review and comments/discussion.
o When the bylaws taskforce has a draft, it will be made available for review. Currently, there is no draft by the taskforce. The taskforce is collecting input from multiple directions: the board, legal council, parents, teachers, admin.
· Presentation should have contained a more balanced analysis of pros and cons of the potential changes.
· Requests for a more formal debate between drafts along with requests for less large-group information-dissemination format.
It is incorrect to write there was no draft available at the time of the first Community Forum. I have personally seen the draft. It was sent to me by Committee member. I have the email and the copy and will make it available to all who are interested in validating its existence.
ReplyDeleteDespite what was said at the meeting, the draft was clearly worked up by the attorneys hired by TBS, and are based on TBS's current By-laws,. What's more, they also mirror the proposals forwarded by the Committee, and not co-incidently. It was simply untrue to represent otherwise, and continues to be untrue.
I am happy to make this draft available to all, as it should have been done initially.