From Richard Frechette, Clerk of NEYM Permanant Board
For several years, Yearly Meeting has discussed and prayed over its relationship with Moses Brown School (MBS). Many Friends recognized that corporate restructure was needed for the benefit of the School as well as of NEYM. The matter of liability has been an issue widely discussed, as have the legal and logistical problems presented because of the unusual corporate relationships of NEYM and its unincorporated operating divisions (including MBS, Friends Home and Friends Camp). At the same time, Friends recognized that Yearly Meeting may not have adequately lived up to its responsibility regarding the gift of deed of Moses Brown to NEYM. At Sessions last year, Friends directed Permanent Board to “discern whether it is necessary to create a new corporate structure to ensure, as Friend Moses Brown mandated ‘the continued effective governance’ of the school, given the financial and legal realities of today.” (Minute 57).
Permanent Board in turn determined that prospective by-laws of an incorporated School would serve as the principle tool to insure such effective governance. Hence, Permanent Board and Moses Brown School Board of Overseers jointly created an ad hoc committee to draft said by-laws. The draft was presented to Permanent Board at our March 21 meeting, and the following minute resulted:
Minute 09-20: On behalf of the ad-hoc Moses Brown School by-laws committee (which consisted of Russell Carpenter, Richard Frechette, Habib Gorgi, Joanne Hoffman, Christopher McCandless, James Reavis and Betsy Zimmerman), Richard Frechette presented the latest draft of the by-laws, which address comments of Permanent Board members. These are a necessary part of a recommendation to incorporate the Moses Brown School. We approve the proposed by-laws. We will recommend to sessions that MBS become incorporated. We understand that these by-laws call us to a deeper nurture of and engagement with the school. They affirm our mutual goal of Quaker education for all, including Quaker children and poor children. We trust the Committee for Nurturing Friends Education at Moses Brown School will ensure continuing evaluation and growth.
It is the sense of the Permanent Board that the draft by-laws of the prospective Moses Brown School corporation:
- Continues and deepens the relationship of NEYM and Moses Brown School, both immediately and for the long term;
- Requires that Quaker process be followed in the conduct of business;
- Establishes a permanent mechanism jointly subscribe to by MBS and NEYM to continually evaluate how Moses Brown School will provide a Quaker Education.
While Permanent Board has discerned the appropriateness of this change, we recognize that the change is major and demands careful discernment on the part of our full Yearly Meeting family, and that such discernment should begin in advance of Sessions. Hence we are distributing the draft by-laws now for review, which can be downloaded from the Yearly Meeting website, neym.org. For those unconnected to the internet and unable to obtain a copy from a f/Friend, please contact the Yearly Meeting office for a paper copy.
In Peace,
Richard Frechette, Clerk of NEYM Permanent Board
Background Documents:
6/2009
Executive Summary of Proposed Incorporation of Moses Brown School
7/2/2009,
The Moses Brown School Incorporation: Background and Context of Unresolved
Issues
6/14/2009,
Lawrence (MA) Monthly Meeting Minute on the Proposal to Separate Moses Brown
School from the Yearly Meeting
5/13/2004,
Memorandum from Moses Brown School legal counsel to Jim Nagle, Moses Brown
School Director of Finance & Management, with language from the Moses
Brown (the person) deed of gift.
7/10/2009,
Minutes on Moses Brown School, excerpted from the 2008 and 2007 NEYM
Annual Sessions, and the 2008-2009 NEYM Permanent Board
Draft By-Laws
6/9/2009
Draft of Proposed Moses Brown School By-Laws, showing slight corrections
from the 5/9/2009 version, approved by the NEYM Permanent Board
5/9/2009,
Draft of Proposed Moses Brown School By-Laws, showing changes from current
By-Laws, approved by the NEYM Permanent Board
5/9/2009,
Draft of Proposed Moses Brown School By-Laws, approved by the NEYM Permanent
Board
Other Explanatory Documents, Including the Remaining Legal Documents Required for the Proposed Moses Brown School Incorporation
6/2009
Chart showing the current strucutre of the relationship between NEYM and
the Moses Brown School
6/2009
Chart showing the proposed strucutre of the relationship between NEYM
and the Moses Brown School
6/2009
Steps to be Taken to Finalize the Incorporation (includes descriptions
of the various legal documents)
6/2009
Draft of Proposed Articles of Incorporation
6/2009
Draft of Proposed Transfer Agreement
6/2009
Draft of Proposed Bill of Sale
6/2009
Draft of Proposed Warranty Deed
6/2009
Draft of Proposed Ground Lease
Historical Article on the Legacy of Moses Brown, the Man
11/21/2008
Article "For the Honor of Truth: The Experience and Resulting Educational Views of
Friend Moses Brown (1738-1836) of Providence, Rhode Island," By Andrew P. Grannell