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CMS Board FAQs
Frequently Asked Questions
How is CMS governed?
CMS is incorporated as a 501(c) (3) non-profit organization governed by a self-perpetuating, voluntary Board of Trustees. The School is governed by bylaws which were most recently amended in 2013. The board, consistent with other independent schools, is responsible for the strategic planning and long–term stewardship of the school. It is the sole corporate entity and it alone can take action (unless it delegates to an individual or committee) as laid out in the CMS bylaws.
What is the size of our board?
The school’s affairs are managed by the Board of Trustees, the number of which can be no fewer than nine voting trustees. The board may increase or decrease in size above this required minimum. The maximum size of the Board is nineteen, including three officers. Each new trustee is elected by the board, any member of which can nominate new candidates.
Are there parents on the CMS Board?
The bylaws stipulate that a minimum of 50% of Trustees must be parents of children in the school. Board officers - the President, Vice President (s), Treasurer and Clerk - are elected by majority vote. The Head of School is an ex-officio non-voting trustee.
What are the primary responsibilities of the CMS Board?
The most important responsibility of the board is to ensure the viability of CMS for the children of its current families. Individually and collectively board members are legally liable for their actions and those of the school. Trustees are the fiduciaries of CMS. There are three categories of responsibility inherent in all non-profit boards:
- duty (due diligence on financials).
- care (executing decisions by the standard of a ‘prudent person’).
- obedience (to the bylaws).
What are the major areas of governance overseen by the board?
The board oversees:
- corporate law, internal policies and procedures, and third-party contracts.
- implementation of relevant local, state and federal laws and regulations.
- CMS’ financial and physical resources.
- risk management.
- Hiring, evaluating and firing the Head of School, it’s only direct report
What else does the Board get involved with?
Beyond its fiduciary duties the board focuses on policy and strategies that are future focused, not upon the day-to-day operations of the school, which is the responsibility of the Head. The policies and strategies, for which the board is responsible, include:
- the fiscal health of CMS by developing and overseeing budgets
- providing leadership in development and fundraising
- preserving CMS’ mission
- strategic planning
- hiring and evaluating the Head
Is there a philanthropic component to being a Trustee?
Trustees are expected to contribute their time, thought, treasures and energy and to focus their philanthropy upon CMS to support its growth and institutional development. Trustees are expected to make leadership gifts in each of these areas.
How does one get invited to join the Board of Trustees?
One of the committees of the board is called the Committee on Trustees (COT). It is tasked with identifying people who might make the board stronger and better able to do its job. We begin with an annual review of skills needed within the Board. Trustees look for individuals who have skills and/or connections that could be really helpful in giving the group a broader perspective on issues it may be facing. The COT then encourages all members of the board and the school administrators to look inside the community at parents who have been enthusiastic supporters of the school. Their work on ad hoc committees or other parent involvements has been noticed and appreciated. They often have demonstrated a spirit and an energy that feels positive and congenial. The COT also looks outside at community members who might become enthusiastic about Montessori, in general, or CMS, in particular. Former CMS parents are often highly prized in that regard.
The COT maintains a list of potential candidates. If you have someone you think we should consider, simply let a member of the COT know. Board members often play the role of engaging in preliminary discussion and review. If there appears to be a match and interest, the COT becomes involved. This is often over coffee or lunch and typically involves two trustees. Their job is to fill in as many blanks as they can in explaining the working of the board and in learning about the skills, interest and availability of the prospect. Everyone is busy; some are simply too busy to take on additional responsibilities no matter how interested they may be. We try to have an honest discussion before going any further.
Once we are both satisfied that this would be a good match, the COT has the responsibility of posing a list of candidates to the full board. Typically, this is done at the May Annual Meeting. Resumes and CVs would have been distributed so the board has a chance to consider how the number might impact the work of the board. A vote by the board is followed by a personal invitation to join the CMS Board of Trustees.
It’s all pretty straightforward. It’s not a job for everyone, but it is an extremely important job in any school. With our big plans and vision for the future, we need an active and engaged Board of Trustees. We would love to talk about this and about what you could bring to the work. Contact any of us directly to begin the conversation!
Can I bring issues and concerns to members of the Board?
Board members are approached from time to time about specific concerns. Trustees will try to demonstrate responsiveness and follow through in such cases, but as representatives of CMS, must act objectively and professionally. It is important that we listen but refrain from an opinion and ensure that the matter is taken up with the relevant members of the administration, Head, Director of Toddler and Primary Programs or Director of Elementary and Middle School Programs.
Above all, when a parent (or a teacher) raises a concern with a Trustee, it is important for the person to feel respected and heard. However, it is also critical to be clear with that person that the Trustees will not get involved in resolving day-to-day operational concerns. We will not step in to resolve a parent’s complaint about a teacher and will not carry messages to the HOS. We will not help employees resolve personnel issues. We WILL help parents and faculty identify the best CMS approach to take to address their concerns and will encourage them to use that approach.
A general practice, when responding to any concerns, will be to follow this approach:
- Bring your concern directly to the person you have concerns with. Don’t complain to person A about person B; go talk with person B.
- Make every effort to be candid and to raise your concerns in a respectful manner.
- Operate from a mindset that every person in the school cares about you and your child.
- Operate from a belief that our mutual goal is to provide a wonderful, nurturing environment for you and your child.
- Know that, as a school, we always want to hear feedback, even when it feels like criticism.
- Understand that we acknowledge the potential that mistakes may have been made; we are fallible as people and as professionals. We are always looking for ways to improve.
- If your meeting with the individual does not allay your concerns, we ask that you put them in writing, with a copy to the individual, and pass them to the next level of supervision, along with a request for a meeting. This would continue within the administrative chain-of-command.
- At the end of this process, the Head of School will be the final arbiter in all operational issues. The Board of Trustees will support the decisions made by the Head.