Statement of Trustees' Responsibilities for the NAIS Board

Election to the NAIS board of trustees carries with it a responsibility of stewardship.  By definition, trustees are the custodians of the integrity of the organization; they hold in trust the organization's reputation as created by its founders, and as developed by those who have shaped the organization in the past. Current trustees accept the obligation to not only preserve, but also add to this organization.  In this way trustees help form not only the present, but also the future composition and direction of the organization.

Trustees are called upon to contribute their time, thought, and energy to support the viability and growth of the organization. Among the many responsibilities all trustees are asked to accept are the following:

Board Meeting Attendance & Travel Reimbursement

Since the periodic board meetings are the occasion, at which all important board policy and decisions are proposed, discussed, and acted upon, it is imperative that board members attend regularly so that they can be informed of board business and vote knowledgeably on issues brought before the board.  Trustees should come to meetings prepared, having read the minutes of previous meetings and any background papers prepared in advance, and they should participate fully in discussions, having no hesitation to ask pertinent questions. Trustees are requested to plan travel arrangements to avoid having to leave early. Poor attendance at board meetings warrants a request for resignation from the board. We ask board members to plug into their calendars for three years in advance the dates of the NAIS board meetings: The Summer meeting (typically the 3rd Thursday- Friday in June), and Fall meeting (typically the 2nd Thursday – Saturday in November) are in DC; the Winter meeting is at the front end of Annual Conference, typically the last Wednesday – Friday in February. We also ask NAIS trustees to plug into their calendars the three-year schedule of committee and task force teleconferences that occur in just before the board meetings.  Please email Erica Zematis at [email protected] for an up-to-date calendar of board meetings and committee teleconferences.

Note: NAIS reimburses trustees for their travel and accommodation expenses for the two DC meetings. NAIS board members (or their organizations) pay all their expenses for attending the Annual Conference and the board meeting during Annual Conference, with the exception that any board member not attached to a school or independent school-related organization may submit expenses to NAIS for reimbursement for the two nights and two days related to board events. (Also, for Annual Conference, board members are asked to make their own registration for the conference and the hotel, but for the DC meetings, the board administrator makes the hotel reservations for everyone.) NAIS does not reimburse board alcohol expenses, so we ask that during board meeting times, board members when going to dinner on one’s own or in small groups, separate out and pay for any alcohol beyond that provided by NAIS as part of the price fixe of the meal.

Involvement in Committee Work

Typically each trustee is asked to serve on two or three of the following board committees. (On occasion, non-trustees with particular expertise are invited to join a board committee.) We invite new trustees to indicate their committee preferences, but the board chair makes the ultimate assignments based on the needs of the board.  One’s choice of or appointment to a committee is dependent on the board meeting pattern, so trustees can serve on the following: 

Meeting Block 1: The Business Committees:  Equity and Justice, Finance, Governance

Meeting Block 2: The Generative Committees:  Engagement and Environment 

Breakfast Block: The Executive Committee Meeting. (The Executive Committee is made up of the officers and the chairs of the various standing committees.)
Most of the work of the board is first discussed by these committees. From their discussions, recommendations are made on policy issues that will eventually be decided upon by the entire board. Thus, attendance and participation in committee meetings are essential.

In the past, NAIS Task Forces have included The Strategy and Design Committee (charged with overseeing the NAIS strategic planning process the produced Vision 2007); The Global Task Force; and The SSS Task Force (which became the NAIS Services Division (NSD) Committee). The Commission on Accreditation, comprising NAIS and several other state and regional and national association (SARAN) group members, is a national board that meets three times per year for 2-3 days at a time, and includes both NAIS staff and board members. 

Most committee work is accomplished by teleconference and email except for the face-to-face meetings in conjunction with the board meetings.

Fiduciary Responsibility

The organization's existence and future growth depend upon prudent budgetary planning and strategic projections. Annually, the board as a whole adopts a budget for the organization and reviews the full-opinion audit. Although the organization does not solicit individual donations from trustees, it does expect trustees to support NAIS fund-raising among foundations and corporations whenever there are linkages that can be helpful to the organization.

Role as an Ambassador

Members of the board of trustees are expected to have and display an abiding interest in the welfare of the organization and a strong desire to help widen its basic support. Trustees should become well informed about the organization's history, goals, accomplishments, current operations and concerns, so that they can act as knowledgeable advocates of the organization. Each trustee should take every appropriate opportunity to increase the public's awareness of the organization and to support the organization within the larger independent school community. One example of this role is for board members to become completely familiar with the resources of the NAIS website (, pointing others to those resources. Another is to be a spokesperson within one’s own region for joining and supporting NAIS, by championing its themes of Independence, Interdependence, Inclusivity, and Innovation and its vision related to “the five sustainabilities: financial, demographic, environmental, global, and programmatic.

Preserve the Confidentiality of Meetings

A trustee must agree to respect the confidentiality under which the discussions take place during board and committee meetings, especially regarding sensitive issues.

Participate in Organization Activities

Beyond attending all three board meetings, as active leaders of the organization our trustees are expected to support major NAIS events: The Annual Conference every year, the People of Color Conference (PoCC) at least periodically, and our various Summer Institutes, occasionally.

Board Terms

While board members are selected for their experience and wisdom and are expected to contribute as individuals to the collective good of the organization and its members (and not as representatives of other organizations or constituencies), the organization is strengthened by diversity of representation in terms of roles (heads, trustees, association execs, other leadership levels in schools and in other organizations that serve independent schools), regions, school types, and personal characteristics.  If one changes one’s job and region during one’s first term, the expectation is that the Governance Committee may not nominate the individual for a second term if, in the opinion of the committee, board balance and representation were changed deleteriously by the individual’s change in role or region.


Finally, NAIS in all ways, not the least in its own governance, should model NAIS’s published Principles of Good Practice, including the expectation that the board function well at all three levels stipulated in the literature regarding effective boards: fiduciary, strategic, and generative.  In the words of the president of NAIS, this translates into board work that provides through the three lenses of oversight, foresight, and insight.