Mountain Island Charter School Soar Foundation Board of Director Meeting Minutes 9.7.16 Attendees: Brett Rhinehardt, Kelly Pledger, Ana Peterson, Betty Danzi, Mike Strauss, Pam Garn, Donna Carpenter, Doug Lamkin, Mary Smith, Greg Snelson, Kristen Hayes, Allyson O Regan, and Kimberly Tadlock I. Call to Order: 7:00p.m. II. III. IV. Approve Minutes from last meeting: Approved Guest Speaker: MICS parent Kristen Hayes spoke about the importance of playground sunscreen safety in order to protect children/teachers from damaging sun exposure during outside time. Since the design of the new Elementary School Playground is underway, Kristen offered to research best practices for playground sunscreen safety. She will also research potential Grants that could help fund safe playground equipment, as well as shade structures and trees. From Last Meeting a. Create new 2016-2017 Capital Campaign Booklet & Insert (Betty) - Completed b. Draft Letter from the Soar Foundation Chairperson (Brett) - Completed c. Soar Sign for the Football Field (Mike) - Completed d. Update Soar 5yr Plan (Ana) - Completed e. Annual Accounting Audit (Brett/Pam) Almost complete f. Follow-up on potential State Farm Game Day Promotions (Doug) On hold until next year Note: National Guard is sponsoring 9/23 Football Game, NBC6 will host Oct 7 th Pep Rally g. VIP Fall Event (Mary) Preliminary Planning Tentative date Friday Oct 14, possible location Chill Fire 5-7pm, Football Game 7:30 VIP Reserved Seating. Mary will research details and other potential dates. h. New Parent Event (Mary) See Board Items Below i. Spring Silent Auction / Movie Night (Mary) See Committee Reports Below j. Review Accounting Software Alternatives (Pam/Brett/Mary) See Board Items below V. Financial Report: a. General Financial Report- As of Aug 31 st, we are at 3% of our Annual Fundraising Goal of $250K. VI. VII. Board Items a. By Laws i. A motion passed to update by-laws Section 6 Membership and Section 7 Terms (see attached). ii. Board to consider potentially adding additional Board Positions. b. Software Search- Brett/Pam are continuing to review potential software options (i.e. Donor Perfect, Flip Cause, Aplos). Options to be discussed at the next meeting. c. Engaging New Families Discussed potentially hosting a New Parent Event like a Tailgate BBQ. Event Goals to include: Educate about Giving, Annual Fundraising Goal, how Charter Schools work and our school culture. Further discussion at the next meeting. Fundraising/Committee Reports: a. Raptor Run (Donna) - Kickoff 9/8, Event 9/23, Teacher incentives to promote participation: 50% participation Teacher gets a Free Bird Pass (Arrive Late/Leave Early), 75% participation Teacher gets a Free Lunch. b. Corporate Matching (Doug) Successfully sending targeted Corporate Matching emails to families at specific businesses such as Wells Fargo and BofA. c. Everyday Fundraisers (Doug/Mary)
Current year goal is to raise $10,000 from Everyday Fundraisers. Losing Target this year, but added Amazon Smiles. d. Sports Sponsorships (Doug/Justin) 24 Signs sold, resulting in approximately $30,000 in annual revenue. It was decided to change the name to Soar Sponsorships. e. Legacy Gifts (Doug/Ana/Kelly) One new Plaque going up (Snavely). Discussed possibly taking Family Photos with the Plaques. f. Gala (Mary) 7 th Annual Gala to be held Saturday March 18 th. Theme is Casino Royale. Same location as last year at the Grand Hall in Mt Holly. Gathering items for Live Auction. Tickets will open late October. g. Silent Auction Community Night (Mary) New Event format this year. Family Event to be held in the Evening April/May. Silent Auction held in the Gym. Student Activity options in classrooms like movies, games, etc. h. Spring 5k- who do we need to talk to, to pass this out of SOAR s hands? VIII. IX. Facilities: a. Phase 2 update Construction underway for Building at the Field (Restrooms/Concessions) b. Phase 3 Update Reviewing Proposals/Bids for Phase 3 construction c. Reimbursement Resolution - A motion passed to update Resolution of Official Intent to Reimburse Expenditures with Proceeds of a Borrowing (see attached) Actions Items Before/For Next Meeting a. Review Accounting Software Alternatives (Pam/Kim/Brett/Mary) b. VIP/New Families Event (Mary/Board) c. Host Raptor Run Fundraiser (Donna) and record/track Donations (Donna/Pam/Betty) d. Update website (Betty) -- Soar Sponsorship, Raptor Run Business Sponsor List, and Gala X. MICS Update defer to next meeting XI. XII. Next Meeting a. Dates and upcoming calendar items (attached) b. The next meeting(s) are: 11/2/16, 1/4/17, 3/1/17 Meeting Adjourned: 8:45pm
MOUNTAIN ISLAND CHARTER SCHOOL SOAR FOUNDATION Resolution of Official Intent to Reimburse Expenditures with Proceeds of a Borrowing WHEREAS, Mountain Island Charter School SOAR Foundation, a North Carolina nonprofit corporation (the Foundation ), intends to acquire, construct and equip capital improvements in furtherance of its charitable purposes, including acquisition, construction and equipping of school facilities (the Project ) to be used by the Foundation in furtherance of the Foundation s purposes; and WHEREAS, plans for the Project have advanced and the Foundation expects to advance its own funds to pay certain expenditures related to the Project (the Expenditures ) prior to incurring indebtedness and to receive reimbursement for such Expenditures from proceeds of tax-exempt bonds or taxable debt, or both; BE IT RESOLVED BY THE BOARD OF DIRECTORS OF MOUNTAIN ISLAND CHARTER SCHOOL SOAR FOUNDATION: 1. The Foundation intends to utilize the proceeds of tax-exempt bonds (the Bonds ), or to incur other debt, to pay some or all of the costs of the Project in an amount now currently estimated to be up to $15,000,000. 2. The Foundation intends that the proceeds of the Bonds be used to reimburse the Foundation for Expenditures with respect to the Project made on or after the date that is no more than 60 days prior to the date of this Resolution. The Foundation reasonably expects on the date hereof that it will reimburse the Expenditures with the proceeds of the Bonds or other debt. 3. Each Expenditure was or will be, unless otherwise approved by bond counsel, either of a type properly chargeable to a capital account under general federal income tax principles (determined in each case as of the date of the Expenditure) or a cost of issuance with respect to the Bonds. 4. The Foundation intends to make a reimbursement allocation (which is a written allocation by the Foundation that evidences the Foundation s use of proceeds of the Bonds to reimburse an Expenditure) no later than 18 months after the later of the date on which the Expenditure is paid or the Project is placed in service or abandoned, but in no event more than three years after the date on which the Expenditure is paid. The Foundation recognizes that exceptions are available for certain preliminary expenditures, costs of issuance, certain de minimis amounts, and expenditures for construction of at least five years. 5. The Foundation intends that the adoption of this resolution confirms the official intent within the meaning of Treasury Regulations Section 1.150-2 promulgated under the Internal Revenue Code of 1986, as amended. 6. This resolution shall take effect immediately upon its passage. The undersigned secretary of the Board of Directors of Mountain Island Charter School SOAR Foundation do hereby certify that that the foregoing is a true and correct extract from minutes of the Board of Directors meeting duly called and held on, 2016. Secretary, Board of Directors
CURRENT BYLAWS Section 6: Membership The Board of Directors shall be composed of no more than 9 and no less than 5 voting members. Initially, the Board shall consist of 5 members who shall be appointed by the incorporators of the Corporation. The actual number of directors shall be determined from time to time at the discretion of the Board. Additional non-voting members may also be added at the discretion of the Board. The non-voting membership shall not meet nor exceed voting membership. At any given time, no more than half (1/2) and no less than one fifth (1/5) of the Board shall consist of members of the Board of Directors of Mountain Island Charter School, Inc. This 1:5 minimum ratio of Mountain Island Charter School, Inc. Board Members to non-mountain Island Charter School, Inc. Board members shall remain a constant regardless of vacancies. Section 7: Term of Office The terms of the initial directors shall expire three (3) years from the date the Board of Directors is installed. Each year thereafter, at least two members, or one-third of the Board, whichever is greater, must rotate off the Board and their positions shall be filled with new members. Board members may serve a maximum of two (2) consecutive three year terms. After that time, if Board members wish to continue, this would require sitting out one year before returning, or a unanimous Board vote for immediate reinstatement. Board members may be removed with or without cause by a vote of the majority of the Board members. Resignations from the Board must be submitted to the Chairperson in writing. Vacancies in the Board shall be filled by a majority vote of the remaining members of the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Proposed Language- Section 6: Membership Adding the following to the end of Section 6: Vacancies in the Board shall be filled by a majority vote of the remaining members of the Board. Section 7: Terms Board members will serve a three year term, beginning on July 1 of the fiscal year following a majority vote as depicted in Section 6 of the bylaws, and completing on June 30 of the third year Board members may be removed with or without cause by a vote of the majority of the Board members. Vacancies that occur outside of the customary time period for terms shall be filled in accordance with Section 6 of the bylaws. Any member of the Board that fills a vacant seat prior to the completion of a term shall serve out the remainder of the term associated with the vacancy, and shall otherwise be eligible for additional terms as contemplated herein. Board members may serve a second three year term by notifying the remaining board members in writing at least ninety (90) calendar days prior to the expiration of their initial term, or in cases where a filled vacancy does not permit notification within the timeframe above, on or before the next regularly scheduled meeting of the board. Board members who complete part or all of an initial term but do not serve a consecutive second term remain eligible to serve on the board in the future unless otherwise deemed ineligible by board policy or board action. Board members having served at least two terms total, either consecutive or not, may be granted additional terms by a two-thirds majority vote of the remaining board members in advance of each subsequent term.
Additional Focus Items by Meeting June (Retreat) o Review & Set the budget o Review & Update annual theme and message o Propose Event & Communication calendar o Solicit Audit vendor Aug o Make sure plans are in place for First Day communications o Review plans for near-term events (Raptor Run, VIP, etc.) Sept o Review plans for near-term events (Raptor Run, VIP, etc.) Nov o Post-event review on past events (Raptor Run, VIP, etc.) Jan o Review plans for near-term events (Gala, Silent Auction) Mar o Review plans for near-term events (Gala, Silent Auction) May o Post-event review on past events (Gala, Silent Auction) o Discuss 5 year plan- what do we want to accomplish o Discuss Marketing & Messaging SOAR Foundation Annual Calendar Month Activity Responsible January Send Annual Tax Acknowledgements Pam March Review Budget (1Y & 5Y plans) & Set Annual Goal Ana May Committee Structure Review Brett May Programs Review (Busses, Facility Subleases, etc.) Mike June Send Thank You Notes to Donors (emailed?) Betty July Set Fundraising calendar (Gala, Raptor Run, Silent Auction, 5k?, VIP) Betty July Future Phases & Projects Review Brett July Board Retreat ALL July Publish (on website) Annual Financials and Letter from Chair Betty July Review Operations & Processes with School Ana July Fundraising Documents Review ALL July Board Membership Review (adding new members, board positions) Mike July to Sept. Annual Audit and Review Kelly October File Federal Form XYZ Pam Monthly Construction Report Kelly Monthly Construction Financial Report Kelly/Ana