NFA officials strengthen stance for independent governance

Members must be free of conflicts, not represent partner district school boards or town government

Norwich — The Norwich Free Academy corporators moved to strengthen the academy’s independent governance Thursday, unanimously approving a bylaws amendment that corporators and board of trustees members must be voluntarily appointed by the corporators and not have outside conflicts.

NFA officials twice have challenged successfully proposed state bills that would have required partner school districts that send students to NFA to have a seat on the governing board of trustees. The trustees oversee regular academy operations, including voting on the annual budgets and tuition rates. The 50 to 75 NFA corporators appoint trustees and hear confidential reports from the private fundraising NFA Foundation.

The resolution approved unanimously by the corporators Thursday mandates that all corporators be “unconflicted corporators,” nominated and appointed by the sitting corporators and volunteering their service — “without compulsion” by state statutes or governmental regulations.

“An ‘ unconflicted corporator’ shall not include a corporator who was selected, appointed or otherwise designated by a local or regional board of education or any other state or local governmental body,” the resolution stated, “to serve as a corporator of the Norwich Free Academy or on the Board of Trustees, or who the corporators of The Norwich Free Academy were otherwise compelled to elect or appoint

as a corporator or trustee” by state statute or government regulation.

“I think it’s the essence of the independence of the academy to approve this change to the bylaws,” corporator and former board of trustees Chairman Theodore Phillips said, “so that we can go forward into the 21st century without concern or fear.”

Following the annual meeting, current board Chairman DeVol Joyner said while there is no current effort to renew the push to require the partner districts to have voting representation on the board of trustees, the corporators felt it was necessary to be proactive against future attempts.

Joyner said the resolution would provide another argument for NFA to make to safeguard the 166-year history as an independently governed, privately endowed academy. Eight partner school districts have NFA as their main designated high school: Norwich, Bozrah, Canterbury, Franklin, Lisbon, Preston, Sprague and Voluntown.

Joyner acknowledged that a possible future proposed bill could be worded to supersede the academy’s bylaws, and NFA would address that if the issue were to arise. Joyner said the board felt that if it were mandated to appoint members from the partner district boards of education, those members would be “conflicted,” with fiduciary priorities for their own boards of education rather than to the academy.

“I think our focus and our concentration has been on the 166 years of independence of NFA,” Joyner said. “And with that in mind, that is the reason why we just made an adjustment to the bylaws.”

Thursday’s COVID-19 version of the annual meeting featured few corporators attending in person at the Sidney Frank Center Ensemble Room and about 40 others on a video connection. Joyner and Head of School Brian Kelly prerecorded their remarks.

In his address, Joyner emphasized how COVID-19 has “challenged” NFA governing body as the board searched for a new head of school. Academy’s finance director Cyndee Fingers and Director of Student Services Lisa Wheeler also retired.

The board conducted virtual interviews with many applicants before selecting Kelly, who had headed a private kindergarten through 12th grade school in Colombia.

“We truly feel that Dr. Kelly is a head of school that will be a transformative individual to lead this institution through the (20)20s and into the ‘30s,” Joyner said.

Also during the COVID-19 pandemic, the board of trustees also completed a new fiveyear contract with the eight partner districts and a threeyear agreement with the teachers’ union.

“As we look forward, we do not know all of the challenges that will be lurking around every corner,” Joyner said, “however, we feel we have a solid team and have a good relationship with all of our partner districts that keeps getting better and better that puts us in a position to be able to successfully meet all of these challenges.”

Kelly told the corporators he already has a “great appreciation” for the history and traditions of NFA. COVID-19, social justice concerns and an unpredictable political environment have impacted schools, he said.

NFA had been in a hybrid learning model for much of the school year, but this week shifted to full remote learning through Dec. 4 with rising cases and information that a number of students had attended a large off- campus gathering.

“At this point, a full reopening to in-person learning for all students seems dubious, at least through the first semester,” Kelly told the corporators. “As we have done since the plan’s inception, we will review the health metrics and progression of the virus and re-evaluate the possibility of fully reopening on a weekly basis.”

“I think it’s the essence of the independence of the academy to approve this change to the bylaws so that we can go forward into the 21st century without concern or fear.”

THEODORE PHILLIPS

CORPORATOR AND FORMER BOARD OF TRUSTEES CHAIRMAN