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How Norwood School Is Governed

The following is an overview of the governance of Norwood School, including the composition of the Board of Trustees, how trustees are selected, and the manner in which the Board exercises its decision making authority.

Like other independent schools, Norwood is governed by an independent, self-perpetuating Board of Trustees. As stated by the President of the National Association of Independent Schools in the Trustee Handbook, what distinguishes independent schools from other schools is that “we govern ourselves via a self-perpetuating board of trustees and finance ourselves by setting tuition and raising money.”

The two principal governing documents are the Articles of Incorporation of Norwood School, Inc. and its By-Laws. The Articles provide that: “The Corporation shall be managed by a Board of Trustees….The By-Laws may determine the rules for the election of Trustees and make provision for the exercise of their powers.” The By-Laws establish that:

• The Board consists of the Head of School, two officers of the Parents Association including its President, and not less than 9 and not more than 24 elected members.
• The Board may also confer the status of Lifetime Trustee upon an individual.
• All trustees and elected officers have full voting rights except the two officers of the Parents Association are ineligible to vote for new trustees.
• Trustees are elected by written ballot for three-year terms and may not serve more than two consecutive three-year terms, and such terms expire at the conclusion of the fiscal year (which runs from July 1 to June 30).
• 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.” (The Articles of Incorporation provide that a two-thirds vote of the Board is required to amend, alter or repeal the Articles and the By-Laws provide that the “By-Laws may be amended, revised or repealed by the affirmative vote of two-thirds of the total voting membership” of the Board.)
• There is an Executive Committee of the Board that consists of the President, Board Chair, Vice Chair, Treasurer and Secretary and, for the year immediately following a change in Board Chair, the Immediate Past Chair of the Board. The officers are nominated by the Trustee Committee and elected by the Board for one-year terms.
• New trustees are nominated by the Trustee Committee and elected by the Board of Trustees. (The Trustee Committee accepts nominations for new trustees from any and all sources.)
• The Board of Trustees employs the Head of School who serves on the Board and also serves as President of the Corporation.

The names and addresses of the trustees and officers of the Board are published in the Norwood Handbook every year. The 2007-2008 Board consists of the Head of School, 19 elected Trustees, a Lifetime Trustee (Miriam “Weedie” Fulton Block), and two Parents Association officers.

Much of the Board’s work is accomplished by committee. Committee membership and leadership is determined by the Board Chair in consultation with the Head of School. The 2007-2008 committees and task forces of the Board are: Advancement, Audit, Community Outreach, Compensation, Diversity, Education, Executive, Finance, Gift Acceptance, Housing, Investment, Medical, Personnel, Site, Facilities and Zoning, and Trustee.

Last Updated: 4/22/08 | Print Page