Mater Academy, Inc. Meeting of the Board of Directors December 15, 2017

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1 The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum, providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long learners. Mater Academy, Inc. Meeting of the Board of Directors December 15, 2017 Directors Cesar Christian Crousillat, Board Chair (Present) Shannie Sadesky, Vice-Chair (Present) Maurene Sotero Balmaseda (Absent) Javier Jerez (Present) Idalia Suarez (Present) Roberto Blanch, Esq., President (Present) Judith Marty, Director of Academics (Present) Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present) Minutes 1. OPENING EXERCISES a. Meeting called to order at 10:25 am b. A quorum could not be established at this time (only Board Members Sadesky and Suarez were present); quorum was established at 10:36 am when Board Member Jerez joined the meeting 2. PUBLIC COMMENT a. There were no comments by the public. 3. CONSENT AGENDA a. APPROVED: The Board approved and adopted the minutes from the October 2, 2017 Board of Director s Meeting. b. APPROVED: The Board approved and adopted the minutes from the October 19, 2017 Board of Director s Meeting. c. APPROVED: The Board approved, received and authorized the filing of the Financial Statements and Independent Auditors Report for the period ending June 30, 2017 for each of the Mater Academy, Inc. charter schools located in Miami-Dade County. d. APPROVED: The Board approved, received and authorized the filing of the Quarterly Financials dated e. APPROVED: The Board approved the Revised Title 1 Budget Appropriation Details form for Fiscal Year for the individual schools, as necessary. f. APPROVED: The Board approved the out of field waiver(s) for instructional personnel with out of field assignments. g. APPROVED: The Board approved the revised individual school calendars for the school year, including early release days, as a result of Hurricane Irma. h. APPROVED: The Board approved and authorized all eligible teachers to apply for and receive Florida s Best and Brightest funding. i. APPROVED: The Board approved the imater Academy Fence / Gate Project for an amount not to exceed $25,000. Motion to approve the consent agenda by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously.

2 4. ACTION & DISCUSSION ITEMS a. President Report (Mr. Roberto Blanch) i. Necessary Approvals: 1. Mater High Annex A/C a. The annex is in need of a new A/C system; President worked with Mike Balais to see if the units could be repaired or if they needed to be replaced; the Daikin units which were installed in the main building are working well and meeting expectations; Based on experience with the Daiken units, it is recommended that new Daiken units should be installed in the annex; Mike has received a proposal, but is working to lower proposal; seeking board approval for an amount not to exceed $700k. b. APPROVED: The Board approved and authorized contracting for installation of a Daikin A/C system in the Mater Academy Middle / High Annex for an amount not to exceed $700, Mater Bay awning / walkway (revised plans /expansion / price) a. Original cost of the awnings was approx. $139k, but after further consideration by Rolando and Civica it was determined that this amount would not be enough; further, due to the expansion plans for the campus, including the construction of additional buildings sooner than originally planned, the covered walkway should connect all of the buildings ; Rolando is looking into necessary lighting that is required for safety; new estimate is not to exceed $375,000. b. APPROVED: The Board approved the Mater Bay Awning / Walkway Project for an amount not to exceed $375,000. ii. Updates: 1. Mater Beach ADA a. Received a series of visits from the MDCPS facilities department; the District claimed that there were certain violations of the ADA and wanted the school to correct the alleged violations by adding signage and grab bars in certain bathrooms and by making the stage accessible to wheel chairs; the School advised the District that it did not agree that there were violations of the ADA, but would make the requested alterations to the bathrooms and investigate the issue related to making the stage wheel chair accessible; requested school to make updates for students with disabilities, including wheelchair lift for the stage and additional signage; Counsel has investigated the matter and Mater has also obtained the assistance of an ADA consultant; the President recommends putting the consultant on retainer in order to have ready access to ADA expertise in the future; although Mater can dispute the issue relating to the stage, the consultant advised that the issue could be efficiently resolved with a portable wheel chair lift; the President directed all principals to contact the President if they are contacted about any ADA concerns; All ADA issues will be reviewed and addressed as quickly as possible and the most cost effective solutions will be identified, as needed; President reported that the portable wheelchair lift could be made available to other campuses as appropriate and practical; School Principal reported that a gentleman from the district visited the campus and hung wheelchair accessible signs on certain bathrooms; Counsel will review the charter contract and report on whether the District has authority to place signs on charter school

3 facilities; Principals are requested to contact the President, Counsel, or Judy Marty, before letting any District facilities persons onto their campus without prior notice; President asks Counsel to determine legal obligation relating to such visits. b. APPROVED: The Board approved and authorized Mater Academy, Inc. to investigate and purchase a portable wheelchair lift (to be shared with other Mater schools, as appropriate) for an amount not to exceed $7,500; and authorized retaining the ADA consultant. 2. Mater Mt. Sinai - Conversations continue with the hospital over its plans to build a permanent school facility; a meeting is scheduled to occur in January; the modulars have been repaired and are fully operational. 3. Mater Brickell A Meeting with county traffic occurred; county traffic study requested by City. 4. Mater Lakes - Gym / 5 Acre Parcel Plans for gym and additional classroom wing are in progress; planning to submit plans for permitting by the end of February; construction could possibly be complete approx. one year from now. 5. Mater High - Bridge and STEM building The Bridge was approved by the board in the past; the STEM building has been approved by the City; the STEM building will be built by the landlord; the bridge would be a Mater expense; the City has linked the bridge and new building; Mater put a deposit on the bridge a few years ago; the bridge drops off in the City of Hialeah, so it needs to be involved as well; City of Hialeah Gardens has already issued a building permit. 6. Mater Bay President reported on the plan to expand to other buildings and the elimination of the existing pedestrian walkway in order to allow for expansion. iii. Other Updates: 1. Mater marketing - meeting with PIL attended by President Blanch and Judy Marty; looking into ways to better market Mater in order to be proactive and to better communicate Mater s message, mission, and vision; President reports that Mater is considering working with a marketing company that Mater would engage to assist Mater communicating with and reaching out to potential students who could benefit from Mater s programs and assist in advertising Mater s programs; the President also wants to improve the promotion of the collegiate program; Board Member Sadesky notes that better messaging and communications could also help teacher recruitment; a special meeting will be called in the very near future to further discuss and approve a marketing plan. b. Financial Report (Ms. Alina Chester and Ms. Christina Perdomo) i. APPROVED: The Board reviewed and approved the Revised Annual Budgets, including the increase in the below grants and loans. 1. Mater East MH Grant increase to $800k. 2. Mater Bay loan increase to $500k. 3. Encourage schools to use Doral College; which will not cost the schools anything additional. 4. Almost 15,000 total students. Motion to approve by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously. ii. Review and Adoption of Revised Financial Policies and Procedures.

4 1. Christina Perdomo-Fernandez reviewed the highlights and changes; the policy prohibits school credit cards; the principals opposed this policy as it puts restrictions on them and forces them to use their personal credit cards and go through the reimbursement process; she also discussed the release of payments with a purchase order via the MRI system; the principals discussed their concerns including that they were not able to see invoices on the system and that the program is not user friendly on the smart phone; some principals want to approve the invoice and others do not; the board would like to further discuss these issues and tabled this item for another day; President Blanch would like to meet with Ana Martinez prior to bringing this item back to the board. a. Passing today: policies on cross county loans as required by the Charters and applicable District policies, credit cards without board approval, debit cards are prohibited, purchase orders are required; the person who is doing the books and cutting checks should not be reconciling the books, specifically with operating account [Kelly, is this meant to be a motion that was approved by the board? What happened here? Are you saying that Christina will implement these policies and table the rest? Is president directing this result?] b. Tabling today: MRI invoice / purchase order approval step; tabled person who is doing books and cutting checks should not be reconciling [this last one is also in the last paragraph please clarify one or the other. iii. APPROVED: The Board discussed and approved a guarantee of the Chase Line of Credit ($1 million) for SLAM, Inc. 1. President Blanch discusses past SLAM shortfalls which were funded by Mater; this line of credit will be available from Chase for $1 million and give SLAM the ability to cover cash flow short falls from this line and to repay the line when cash flow permits; with a guarantee by Mater. c. HB 7069 i. APPROVED: The Board discussed and approved the resolution which authorizes the President & Chair to take any and all necessary action in response to the legal challenges that have been filed against HB d. APPROVED: The Board discussed, approved and authorized the President to execute the Tax Compliance Certificate requested by the Mater Grove landlord, the Boys and Girls Club, and the Secretary to execute necessary documents to confirm authenticity of certain corporate records, and to ratify the execution of the Mater Grove lease which occurred two years ago and to ratify the subordination and non-disturbance agreement, which was approved by the Board and executed in June i. The Tax Compliance Certificate acknowledges that the landlord is borrowing money through tax exempt bonds. Mater is representing that it is a tax-exempt organization and that it will not do anything in violation of that status for the duration of the Mater Grove lease; further, that non-exempt persons will not be in control of the facility or operate a business on the premises. ii. The landlord took out a loan to build the new building; Landlord refinanced that loan last June and is now converting that loan to a tax-exempt loan; Mater has been asked to execute the provided tax compliance certificate; also requesting proof that Mater had the authority to sign the lease and the tax compliance certificate; Counsel has reviewed all of the documents and will direct Secretary Suarez in the execution of the appropriate certificates and resolutions; board should ratify the execution of lease 2 years ago and the subordination and non-disturbance agreement approved in June. Motion to approve by Shannie Sadeksy; second by Idalia Suarez; motion passed unanimously. e. Mater Charter Renewals i. Dec. 8 th ARC Results: 1. Mater Academy (0100) Recommended for approval.

5 ii. iii. 2. Mater Academy of International Studies (1017) - Recommended for approval. 3. Mater Academy Middle of International Studies (6047) - Recommended for approval (converting back to a 6-8). 4. Mater Academy High of International Studies (7024) TABLED until Jan imater Academy Middle (6014) - Recommended for approval. Jan. 16 th Mater Virtual. Items for Discussion: 1. MAIS high school was tabled due to district apprehension to approve/renew. 2. Possible articulation agreement between SLAM and MAIS. 3. MAIS current policy for grade configuration and enrollment procedures. 4. How to address diversity in Mater schools employees and families. f. Report by Civica i. Mater Gardens. 1. Swale Improvement. a. Discuss: We have been coordinating w/ MG the potential of improving the swale area to the south of the school in order to add more off-site parking. Attached is a proposal that Mike Balais obtained along with his explaining the budget (+/- 100K). b. Possible Board Action: Authorize the potential budget and the preparation of permit plans for bidding and (potential) construction; approx. cost of plans is $5k. i. APPROVED: The Board approved preparation of permits and plans for an amount not to exceed $7,500 for the Mater Gardens Swale Improvement Project. Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously. 2. Robotics Lab to be carved out of the media center; plans have been created; this project was previously worked on with President Roca; budget of $49,023 may still be lowered; if approved, the school will use an existing teacher; there was discussion of the cost of the materials that will be needed; Board Member Suarez states that the costs are not as high as you would think; there are definite ways to keep the costs low; Principal Marrero feels that offering this and moving towards STEM is very important; Ms. Marty feels that with the growth of STEM in the country that it is imperative that all of the schools offer these types of programs; the Presidents tells Alina and Lourdes that we need to find a way to make this happen and is supportive of this; the President will discuss with landlord the possibility of rent reductions; the President requested a better and more detailed budget; Rolando feels that if board approval is obtained by February, this project could be complete by the start of school President Blanch recommends that this item be further discussed at a near future meeting between now and February. a. Tabled: Approval of project for an amount not to exceed $49, New Storage Area. a. Tabled: Approval of project for an amount not to exceed $17,741. g. Other Items by the President, Board, Staff, or ESSP. i. There were no additional items at this time. 5. ANNOUNCEMENTS & NOTIFICATIONS a. The next Board Meeting is scheduled for February 15 th 6. MEETING ADJOURNED

6 The undersigned hereby certifies that he/she is an Officer of MATER ACADEMY, INC., a not-for-profit corporation organized and existing under the laws of the State of Florida, and that the above is a true and correct copy of the meeting minutes of the Board of Directors of said corporation. The minutes were adopted by the Board of Directors at a meeting held on February 12, 2018.