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Caryn will cover a wide range of issues critical to the independent school trustee. She will review the hot legal issues facing independent schools, how to hardwire good governance into the board’s bylaws as well as discuss ways to draft effective head of school contracts.
All too often Boards approach Bylaws as a necessary evil as opposed to a tool that can ensure good governance. Bylaws establish the Board’s operational guidelines and, if carefully crafted, can assist the Board hardwire good governance. Caryn will describe how to draft proactive Bylaws that ensure good governance during the "good times and bad times" including sections addressing the selection of Trustees, term limits on leadership, standards of performance, indemnification, and D&O insurance issues.
In addition, Caryn will share the strategies she suggests boards consider when drafting the head’s employment contract. Having drafted over 300 contracts Caryn has seen the wide range of terms and conditions included in employment agreements. If drafted strategically the agreement can be used as a tool that incentivizes the head, allows for a smooth transition in the voluntarily or involuntary departure of the head and ensures that the needs of the school, board and senior administrator are met. Caryn will provide new and innovative options the board can consider offering to the head.
Caryn Pass, Partner, Venable LLP
Visit the Independent Schools of St. Louis website for more information.