Commonwealth Charter Academy (CCA) MINUTES OF THE BOARD OF DIRECTORS MEETING Wednesday, June 14, 2017 at 8:30 AM Held at the following location and via teleconference: 1426 N. 3 rd Street Harrisburg, PA 17102 I. Call to Order Mr. Dyer called the meeting to order at 8:30 a.m. when all participants were present and able to hear each other. The school was open for the public to attend. II. Roll Call Board Members Present: Guests in Person: Ralph Dyer, Lil Jackson, Jeffrey Piccola (in person); Marcie Mulligan, Cheryl Lozier (via phone). Maurice Flurie, School CEO; Tom Longenecker, COO; Sharon Pallotta, Christine Hakes, Jennifer Clarke, Joyce Good, Paulie Zozos, Sandy Emerich, Jim Skinner, School Staff; Phil Murren, Board Counsel. [Michelle Ciora gave her proxy to Lil Jackson. Rob Barr gave his proxy to Ralph Dyer.] III. Executive Session The Board entered into Executive Session at 8:30 a.m. Executive Session was held to discuss Special Education litigations and contractual matters. Two Action Items resulted from Executive Session: Action Item d. Approve Dr. Flurie s CEO compensation package for SY 2017-2018 as required by his contract provision. This approval establishes the base compensation for Dr. Flurie to be increased by 4.5%. In addition, an amount equal to 3.5% of his current salary is to be paid in a lump sum as determined during the September Board meeting. The Board President and Board Counsel are authorized to develop a Board policy regarding executive compensation in consultation with John Walp in his capacity as a
respected compensation expert, and to present this policy no later than the September 2017 Board meeting. Action Item e. Approve Dr. Flurie s recommendation regarding Mr. Thomas Longenecker s compensation package for SY 2017-2018. This approval establishes the base compensation for Mr. Longenecker to be increased by 3 % and an additional 3% to be paid in a lump sum which is to be established and governed by a Board policy to be developed and approved no later than the September 2017 Board meeting. The Board entered into Public Session at 9:15 AM. IV. Public Comment There were no public comments made at this time. V. Routine Business a. Approval of Agenda Mr. Dyer informed the Board of the addition of Action Items d. and e. to the agenda. Mr. Dyer asked the Board if there were any other changes to be made to the Agenda that had been noticed. There being no further items to discuss, a motion was made by Ralph Dyer and seconded by Lil Jackson as follows: RESOLVED, that the Agenda for the June 14, 2017 meeting of the Commonwealth Charter Academy Board of Directors, as amended, is hereby approved. VI. Approval of Board Reorganization a. Approval of Board President Mr. Murren called to order the Board reorganization meeting at 9:17 AM. Nominations were opened for the position of Board President. Ralph Dyer was nominated as Board President and he confirmed his willingness to serve in that capacity for another year. There being no further discussion, a motion was made by Jeffrey Piccola and seconded by Marcie Mulligan as follows: RESOLVED, that the appointment of Ralph Dyer as the Board President for the 2017-2018 school year is hereby approved.
Mr. Murren turned the meeting over to Board President, Ralph Dyer. b. Approval of Directors Mr. Dyer advised the Board that Board member Marcie Mulligan s term was up for renewal at this meeting. Following her confirmation that she wished to continue on the Board, a motion was made by Ralph Dyer and seconded by Lil Jackson as follows: RESOLVED, that the appointment of Marcie Mulligan to the Commonwealth Charter Academy Board of Directors for a term of three (3) years to the 2020 Annual Meeting is hereby approved. c. Approval of Officers Nominations were opened for Board Vice President, Board Treasurer and Board Secretary. Mr. Dyer nominated Jeffrey Piccola, for Board Vice President, Michelle Ciora for Board Treasurer and Marcie Mulligan for Board Secretary. Jeffrey Piccola, Michelle Ciora and Marcie Mulligan confirmed their willingness to serve in their respective capacities for another year. There being no further discussion, Lil Jackson seconded the motion as follows: RESOLVED, that the appointment of Jeffrey Piccola as Board Vice President, Michelle Ciora as Board Treasurer and Marcie Mulligan as Board Secretary for the 2017-2018 school year is hereby approved. The Board Reorganization meeting adjourned at 9:23 AM. VII. Approval of Consent Items Mr. Dyer informed the Board that the May 17, 2017 Board meeting minutes will be amended to reflect the correct order in motions in reference to Action Item f. Mr. Dyer asked the Board if there were any items from the Consent Items they wanted moved to Action Items for discussion, or tabled. There being no further items to discuss, a motion was made by Lil Jackson and seconded by Jeffrey Piccola as follows: RESOLVED, the Consent Items:
a. Approval of Minutes from May 17, 2017 Board Meeting b. Approval of Board Payables c. Approval of Staffing Report d. Approval of Board Policy 610 (second reading) Purchasing e. Approval of Board Policy 626.1 (second reading) Federal Programs Travel Reimbursement f. Approval of Board Policy 807 (second reading) Opening Exercises g. Approval of Johnstown Lease Addendum h. Approval of Crums Mill Lease Addendum i. Approval of Commonwealth Charter Academy School Improvement Plan for 2017-2018 School Year j. Approval of Board Meeting Calendar for the 2017-2018 School Year VIII. Approval of Action Items a. Approval of Leukemia and Lymphoma Society Sponsorship The Board discussed the approval of the Leukemia and Lymphoma Society Sponsorship. Dr. Flurie informed the Board that he was asked to serve on the Leukemia and Lymphoma Society Executive Committee and he accepted the invitation. Dr. Flurie informed the Board that this a great opportunity to show support to families through CCA s support of the Leukemia and Lymphoma Society. There being no further discussion, a motion was made by Jeffrey Piccola and seconded by Lil Jackson as follows: RESOLVED, that the Approval of Leukemia and Lymphoma Society Sponsorship is hereby approved. b. Approval of CCA 2017-2018 Learner Handbook The Board discussed the approval of the CCA 2017-2018 Learner Handbook. Mr. Dyer thanked Marcie Mulligan and Michelle Ciora for reviewing the Learner Handbook. Mr. Dyer noted that the date in the Learner Handbook school calendar is to be amended to 2017-18 instead of 2016-17. There being no further discussion, a motion was made by Jeffrey Piccola and seconded by Lil Jackson as follows: RESOLVED, that the Approval of CCA 2017-2018 Learner Handbook with amended date to school calendar is hereby approved.
c. Approval of Ongoing Monthly Installment to AndCulture Until Contract Defining Terms of Ownership Finalized The Board discussed the ongoing monthly installment to AndCulture until defining terms of ownership are finalized. Mr. Dyer informed the Board that payments will be made to Andculture through the remainder of the summer. There being no further discussion, a motion was made by Lil Jackson and seconded by Jeffrey Piccola as follows: RESOLVED, the Approval of Ongoing Monthly Installment to AndCulture Until Contract Defining Terms of Ownership Finalized is hereby approved. d. Approve Dr. Flurie s CEO Compensation Package for SY 2017-2018 as Required by his Contract Provision. This Approval Establishes the Base Compensation for Dr. Flurie to be Increased by 4.5%. In Addition, an Amount Equal to 3.5% of his Current Salary is to be Paid in a Lump Sum as Determined During the September Board Meeting. The Board President and Board Counsel are Authorized to Develop a Board Policy Regarding Executive Compensation in Consultation with John Walp in his Capacity as a Respected Compensation Expert and to Present this Policy no Later than the September 2017 Board Meeting. Mr. Dyer reminded the Board of the CEO compensation discussion during Executive Session. There being no further discussion, a motion was made by Jeffrey Piccola and seconded by Lil Jackson as follows: RESOLVED, to Approve Dr. Flurie s CEO Compensation Package for SY 2017-2018 as Required by his Contract Provision. This Approval Establishes the Base Compensation for Dr. Flurie to be Increased by 4.5%. In Addition, an Amount Equal to 3.5% of his Current Salary is to be Paid in a Lump Sum as Determined During the September Board Meeting. The Board President and Board Counsel are Authorized to Develop a Board Policy Regarding Executive Compensation in Consultation with John Walp in his Capacity as a Respected Compensation Expert and to Present this Policy no Later than the September 2017 Board Meeting is hereby approved. e. Approve Dr. Flurie s Recommendation Regarding Mr. Thomas Longenecker s Compensation Package for SY 2017-2018. This Approval Establishes the Base
Compensation for Mr. Longenecker to be Increased by 3% and an Additional 3% to be Paid in a Lump Sum Which is to be Established and Governed by a Board Policy to be Developed and Approved no Later than the September 2017 Board Meeting. Mr. Dyer reminded the Board of the COO compensation discussion during Executive Session. There being no further discussion, a motion was made by Jeffrey Piccola and seconded by Lil Jackson as follows: RESOLVED, to Approve Dr. Flurie s Recommendation Regarding Mr. Thomas Longenecker s Compensation Package for SY 2017-2018. This Approval Establishes the Base Compensation for Mr. Longenecker to be Increased by 3% and an Additional 3% to be Paid in a Lump Sum Which is to be Established and Governed by a Board Policy to be Developed and Approved no Later than the September 2017 Board Meeting is hereby approved.. IX. Oral Reports a. No Board Counsel Report b. CEO Report i. Student Academic Achievement (FBO #1) Dr. Flurie discussed the graduation tours with the Board including the Farm Show Complex as this year s new Harrisburg graduation location and the new blue CCA graduation gowns. Dr. Flurie informed the Board that the ceremonies were well received by CCA families. ii. Curriculum, Courses and Learning Management Systems (FBO #2) Dr. Flurie informed the Board that CCA summer school has begun and several new enrichment courses are offered this year. Joyce Good informed the Board that Summer School can be accessed through one portal. iii. Commonwealth Charter Brand (FBO #3) Dr. Flurie informed the Board that he plans to attend the Harrisburg Chamber meeting where Mr. Longenecker is scheduled to speak about cyber school education. Dr. Flurie informed the Board that CCA is responding to press releases regarding charter school legislation as needed and CCA is supporting the Coalition as the
Coalition works through the Capitol. CCA has provided infographics on student testing data to the Coalition for legislative meetings. Dr. Flurie informed the Board that H.B. 97 is still in discussions and he will inform the Board of any changes that occur. Dr. Fluire asked Jennifer Clarke to update the Board on Intent to Return. Jennifer Clarke informed the Board that 81.1% responded Yes to Intent to Return while 7% responded No. Dr. Flurie informed the Board that routine phone calls will occur throughout the summer to maintain contact with families, a first for CCA. c. COO Report i. Facilities Update Mr. Longenecker updated the Board on the facilities. ii. Capital Campus Update Jim Skinner updated the Board on activity at the Capital Campus. Jim Skinner informed the Board that they will receive a list of the new phone numbers and addresses for the Capital Campus. iii. LMS Update Joyce Good updated the Board on the new LMS design. She informed the Board that the LMS Steering Committee meets every two weeks and that piloting in the new LMS may start in September. [Marcie Mulligan left the meeting at 9:49 AM.] f. Financial Reports Christine Hakes updated the Board on business office activities. Christine informed the Board that Herbein + Company, Inc. is conducting pre-audit work this week. Christine Hakes reviewed the financial report with the Board, the revenues, cash schedule and expenditures. X. Information Items Mr. Dyer informed the Board that the inacol conference is scheduled for October and any Board members interested in attending the conference should contact Sharon Pallotta. Mr. Dyer encouraged Board members to attend the Lyndsay Unified School District trip and/or the Arizona State University Technology Conference next year if possible. XI. Board Member Comments