2012-2013 Board of Trustees
Calvin LaRoche, Chair
Richard T. Ewing, Jr., Head of School
Nicole Solomon Mitchell, Vice Chair
Simon Johnson, Treasurer
Tara B. Primis, Secretary
Clarke Dryden Camper
Timothy J. Coleman
Martha L. Dippell
Aranthan Steve Jones II
Diane C. Sapir
Lewis S. Wiener
How Norwood School Is Governed
Like other independent schools, Norwood School is governed by an independent, self-perpetuating Board of Trustees. The President of the National Association of Independent Schools states in the NAIS Trustee Handbook that what distinguishes independent schools from other schools is that independent schools govern themselves via a self-perpetuating board of trustees and finance themselves by setting tuition and raising money.
The following is an overview of the governance of Norwood, including the composition of the Board of Trustees, how trustees are selected, and the manner in which the Board exercises its decision-making authority.
The two principal governing documents are the Articles of Incorporation of Norwood School, Inc., and its Bylaws. The Articles provide that Norwood is governed by a Board of Trustees and the Bylaws provide the details on the structure of the Board, the election of trustees and the exercise of the Board’s power, as summarized below:
- The Board of Trustees consists a minimum of 9 and a maximum of 24 voting trustees who are elected, the Head of School, ex-officio, and the President of the Parents Association, ex-officio.
- All trustees and elected officers have full voting rights, with the exception of the President of the Parents Association who is a non-voting member of the Board.
- There is an Executive Committee of the Board that consists of the Chair, Vice Chair, Treasurer and Secretary. The Chair is elected for a two-year term and the other officers are elected by the Board for one-year terms. Officers may serve for a maximum of four years.
- New trustees and the officers of the Executive Committee are nominated by the Committee on Trustees and elected by the Board of Trustees by a majority vote at its annual meeting.
- Trustees are elected by written ballot for three-year terms and may not serve more than two consecutive three-year terms. The terms expire at the conclusion of Norwood’s fiscal year (which runs from July 1st to June 30th).
- At all meetings of the Board, a majority of the voting trustees then in office constitutes a quorum, and all matters are decided by a majority vote of the voting trustees present at the meeting unless a greater percentage is required by law, or required by the Articles of Incorporation or Bylaws. (For example, the Articles of Incorporation provide that a two-thirds vote of the Board is required to amend, alter or repeal the Articles and the Bylaws provide that the bylaws may be amended by a two-thirds vote of the Board.)
- The Board of Trustees employs the Head of School who serves on the Board as an ex-officio, voting member.
The names and addresses of the trustees and officers of the Board are published in the Norwood Handbook every year. The 2012-2013 Board consists of the Head of School, 21 elected Trustees, and the President of the Parents Association.
Much of the Board’s work is accomplished by committee, and from time to time, task forces on specified issues. Committee membership and leadership is determined by the Board Chair in consultation with the Head of School. The 2012-2013 committees of the Board are: Advancement, Audit, Compensation, Climate and Diversity, Education, Executive, Finance, Investment, Medical, Personnel, Site and Facilities and Trustee.