Caryn G. Pass

Pass Caryn

Caryn Pass has a nationwide practice advising independent schools in virtually every type of legal matter. Caryn's philosophy is that effective legal counsel must be consistent with a school's culture. Accordingly, she immerses herself in her clients' operations, missions, and environments.  Caryn takes a proactive approach when assisting schools.  By identifying problems before they arise and assisting with the creation of a sound foundation, she places schools in the best possible position to respond to legal challenges. Her goal is to craft practical solutions that comply with the law, while integrating the school's culture, goals, and practical limitations.   

Independent schools interact with many constituencies, including students, parents, employees, trustees, donors, alumni, neighbors, and vendors. Caryn helps to navigate these relationships by establishing policies, procedures, strategies, and best practices that promote positive working and learning environments, while limiting potential liability exposure. 

Caryn is uniquely positioned to assist her school clients with a wide range of legal issues.  Her national practice, along with her diverse client base, allows her to track trends and provide schools with strategies in anticipation of the challenges ahead.  Her clients include small and large schools; parochial and non-parochial schools; well-established schools with large endowments and newly established institutions; boarding and day schools; and single-sex and co-ed institutions.

Caryn's comprehensive practice includes:

  • Drafting, reviewing, and revising documents used by independent schools, including teacher and faculty employment contracts, enrollment agreements, and agreements between schools and vendors. She counsels schools on the development of policies related to students, parents, employees, and trustees, and ensures due diligence and fiscal oversight by reviewing insurance policies and the adequacy of coverage
  • Assisting schools in navigating allegations of current and historical sexual abuse and misconduct, including advising on all steps of the investigation, communication, and disciplinary process, and establishing plans and strategies to support survivors and others impacted by such behavior  
  • Working on the development and implementation of hiring policies that effectively ensure the recruitment and selection of the highest-quality faculty and staff. She also works with schools on wage and hour compliance, counsel and discipline of employees, family and medical leave management, performance evaluation design, termination of the employment relationship, and defense against wrongful termination claims. She advises schools in establishing and enforcing harassment prevention programs and in conducting investigations into allegations involving students, employees, and other members of the school community. She also counsels schools on student safety, welfare, and discipline issues; student and faculty handbooks; and a variety of day-to-day challenges facing independent schools
  • Working with trustees in designing and revising by-laws, ensuring charter and articles of Incorporation compliance, and developing governance policies and competencies. Her extensive experience in resolving conflicts and navigating disagreements among and between trustees, as well as between trustees and the head of school, has proved beneficial to all parties and invaluable to the health and welfare of the institution

Caryn is also well known for her commitment to mentoring, supporting, and developing the next generation of independent school leadership and has provided extensive assistance in the creation of head of school transition plans and strategies for positioning the school to receive support and secure the incoming head’s success. She guides trustees through the search for and selection of a school head and the negotiation of the head’s employment agreement, including the intermediate sanctions process, the collection of comparable data, and creating options for incentivizing and motivating the head of school.





  • J.D. Case Western Reserve University School of Law 1985
  • B.A. University of Maryland 1982

Bar Admissions

  • District of Columbia
  • Ohio

Professional Memberships and Activities

  • Member, National Business Officers Association
  • Member, National Association of Independent Schools
  • Member, American Bar Association
  • Regularly presents and conducts workshops for regional, national, and  other independent school associations designed to help  heads, business managers, trustees, and administrators maintain compliance with laws that impact independent schools
  • Regularly presents at the NAIS annual conference and at NBOA's annual symposium
  • Works with independent school associations to establish best practices for independent schools


  • National Business Officers Association (NBOA), Sarah P. Daignault Outstanding Support of Independent Schools Award