As indicated in our July 16 letter to the Principia family, we have summarized below the governance issues raised by the Board of Trustees and by the community, both through the Resolution Committee and otherwise. Before listing the questions, we offer a brief background on the current governance structure:
The Principia Corporation is an educational institution governed by a self-perpetuating Board of Trustees of 12-15 members. The Board operates a K-12 school and a four-year liberal arts college program in accordance with the Purpose and Policies of The Principia (adopted in 1944), a Duties and Responsibilities document, and the Bylaws of The Principia Corporation. The Chairman of the Board is elected by the Trustees. The Board appoints a Chief Executive Officer, a College President, and a Head of School who do not serve as members of the Board but, as of July 2007, are invited to attend regular meetings of the Board. The two campus heads each report to the CEO, as do half a dozen managers of centralized business operations, such as finance, human resources, advancement, alumni relations, information technology, and endowment management. Historically, the Trustees have met each academic quarter (three times per year) for three days each time. The February meeting has been reserved mainly for strategic discussions. Board Committees (Finance, Audit, Trusteeship, Investment, and the two campus committees) meet in person at the same time as the Board meetings each fall and spring and hold telephone conference meetings as needed, as does the full Board of Trustees. There are no formal term limits for Trustees in the Bylaws, but the Trustees have been working toward a guideline for tenure of 9-12 years of service.
Questions relating to the organization of the Board of Trustees:
- How can Principia establish the most effective and visionary Board of Trustees to carry out the Purpose and Policies in accordance with the guidance provided by Mary Kimball Morgan’s addresses to the Trustees in Education at The Principia and consistent with the Bylaws and Duties and Responsibilities document?
- Who should have input into the selection of Trustees?
- Should alumni, faculty, staff, or students be represented on the Board?
- What should the qualifications be for Trustees?
- What is the optimum number of Trustees and composition of the Board to carry out the above objectives?
- What systems should be in place for performance evaluation and removal of Trustees?
- What should be the normal length of service of Trustees?
- What should be the number and length of meetings and attendance requirements?
- What should be the structure of Board committees and advisory committees?
- What should be the role and tenure of the Board Chair?
Questions relating to the management of Principia:
- What is the most appropriate management structure for Principia, taking into account the need to combine academic excellence, whole man character education, and strong business leadership in a single, unified organization?
- How can the best individuals be recruited for and retained in the key posts?
- How should the academic and business leaders work with each other, and who should have final authority over shared resources and services?
- How should the key posts report to the Board and participate in committee meetings?
- Should those in leadership roles be Board members (voting or non-voting)?
- How should those in leadership positions be evaluated, rewarded, or removed?
- What titles should be given to those in leadership positions?
- How should an environment of trust and openness be built and preserved on both campuses?
If there are other governance issues that individuals feel have not been appropriately captured in these questions, please address them to the Trustees' e-mail box so they can be evaluated and answered individually or added to the list.