THE PRINCIPIA BOARD OF TRUSTEES

SEPTEMBER 2007 BOARD MEETING UPDATE

In addition to the election of Trustees announced on September 10, we would like to inform you of other subjects covered at the special meeting of the Board of Trustees held on September 3 and 4.

• We met with the two campus heads – Tom Fuller and Marilyn Wallace – to hear their views on the important matters facing them as the school year begins. In addition, we met with members of the College faculty, staff, and administration to discuss ways to establish better and more frequent means of communication with the community and to hear their ideas on issues that concern them.
• The Board agreed to engage William A. Weary of Fieldstone Consulting, Inc. (www.fieldstoneconsulting.com) to assist in conducting a review of our governance practices and procedures and our organizational structure. The Association of Governing Boards of Universities and Colleges has endorsed Fieldstone, and Dr. Weary has extensive experience providing consulting services to colleges and K-12 schools nationwide. We anticipate that this process will include input from all Principia constituencies and will address the governance questions described in our August 20 letter and posted on the Trustee website at: www.prin.edu/trustees/correspondence/08202007.shtml. Dr. Weary has rearranged his schedule so that he can begin his work with us this fall in consultation with a Governance Committee of the Board. We expect that he will make recommendations to the Board early next year.  
• While the issue of term limits for Board members will be taken up as part of the governance review, the Board amended the Bylaws to provide that all Trustees will have one-year terms instead of three-year terms. We are also instituting more organized, comprehensive annual evaluations of all Board members.
• The Board appointed a Compensation Committee that is charged with writing a senior leadership pay policy to be approved by the Board. This policy would then be used to produce a recommended structure and benchmarks for all senior leadership positions (including the two campus heads, chief executive officer, executive officer, chief financial officer, and chief advancement officer). The Committee will hire a compensation consultant for guidance and compilation of appropriate benchmarks.
• We reaffirmed that the Trustee Goals posted on our website at www.prin.edu/trustees/governingdocs/goals.shtml constitute our current priorities for Principia.
• With respect to the development of part of the St. Louis campus, we reconfirmed that this process is an exploratory one that should continue to be openly discussed with the Principia community and the neighbors of The Principia School. No decisions have been made other than to examine the possibilities the development of this land may offer for ensuring the educational excellence of our school. It is worth noting that through researching Principia’s archives we have learned that soon after purchasing the property, Principia’s administrators and Trustees actively considered selling up to 240 acres to developers.
  

Since our announcement of the election of Trustees, Ryder Stevens has informed us that due to his lecture schedule and other duties he will not be able to take up his appointment to the Board. Although we are disappointed, we certainly understand and respect Ryder's decision.

We would also like to clarify three matters that have come to our attention:

1. There is some confusion over the role of the Trustees. Our duties and responsibilities are defined and posted on our website at www.prin.edu/trustees/governingdocs/duties_and_responsibilities.shtml. In general, we are responsible for setting policy, oversight, and governance. The full-time management of the institution is the task of the CEO, the heads of the two campuses, and their administrative teams. Although demanding a serious commitment from each of us, the position of Trustee is neither a full-time one nor does it involve the management of the organization.
   
   
2. Questions have been raised about our decision to disband the Resolution Committee. We believe it had served its purpose in dealing with the immediate issues (the circumstances surrounding the College President’s departure and the CEO’s compensation and performance) and that we needed to get back to the established, administrative channels for problem solving and communication on both campuses.
   
   With respect to governance issues, we recognized that we have a fiduciary duty to exercise responsibilities for governance matters and cannot delegate them to others. We plan to involve and listen to all constituencies in connection with the governance study, but we believe it will be more effective to do that directly and not through the Resolution Committee.
   
   The Resolution Committee  had a unique purpose:  to mediate or resolve the issues facing the community last year.  Mediation/resolution did not occur. As we stated in our February 3 communication, mediation means that all the parties reach mutually satisfactory solutions to the problems confronting them.  The members of the Resolution Committee took votes and issued a majority report, which was their prerogative, but that is not the same as presenting solutions to which all the parties agree. Furthermore, we could not delegate decision-making authority to any group on an issue for which  the Trustees have full responsibility. Consequently, we did not accept all of the Committee’s recommendations and did not believe the Committee would be any more successful in mediating the remaining issues it had identified.
   
   To the extent that the Resolution Committee was seen as providing a conduit for improved communication between the community and the Trustees, we believe that in the future it will be more useful to agree with the constituencies on the best way to promote such communication.
   
   
3. Our July 16 letter included the statement that, “Some members of our community may not agree with the choices represented by the Trustees’ decisions and will turn to growth opportunities elsewhere.” That sentence was in the portion of the letter discussing the future of Principia and the need for Principia to improve, manage change, make adjustments, and instill accountability. We recognize that some may not agree with the decisions we’ve made in trying to address these concerns. However, we believe it is vital that we continue in this direction. We were simply acknowledging that someone who is deeply dissatisfied with these actions might choose to seek other opportunities. We offered this observation not as an indication of any action we would initiate but in the spirit of the final paragraph of Policy 17, which states in part: “The Principia expects the members of its faculty and staff to be willing to cooperate in spirit and in letter with the administration. Such cooperation is not to be confused with subservience, and it is not essential that any member shall be in full agreement with all points of view expressed by the administration. Yet it is important that The Principia shall have in its service those who are in harmony with the fundamental policies and established administrative practices of the institution.”

We offer this update on our recent Board meeting as continuing evidence of our desire for earnest self-examination, humble listening, and unconditional love as we strengthen our efforts to seek the common ground that unites us.