Michigan Virtual Charter Academy Special Meeting and Workshop Minutes October 29,2012 4:00 P.M. Clark Hill Law Offices 151 S. Old Woodward Ave., Suite 200 Birmingham, MI 48009 And via conference call at: (888) 824-5783 x 30178241# 1. Call to Order: Pres. Bender called the special meeting/workshop to order at 4:08PM 2. Roll Call: Present: Director Bender, Director Daschke, Director Foster, Director Marlow, Director Tolle, Stephanie Hargens and Susan Brown (MVCA), Dan Matthews (GVSU), Gregory Terrell (Gregory Terrell & Co), Regina Krotzer and Jon Robinson (K-12), Joe Urban and Ann Vanderlaan (Clark Hill), Brian Carpenter (board consultant) and via conference call Jennifer Sims and Zach Wasilew (K12) and Nick Nikitas - public (Robert W. Baird Associates) Absent: Director Odum-Hester 3. Approval of Agenda Motion by Director Marlow to approve the agenda. The motion was modified by Director Marlow to approve the agenda as amended. The modified motion was seconded. Approval: The modified motion to approve the agenda as amended was unanimous. 4. Approval of Minutes from Meeting of September 26, 2012 Motion by Director Marlow that the minutes of the meeting of September 26, 2012 be approved. Approval: The motion to approve the minutes of the meeting of September 26,2012 was unanimous. 5. Public Comments (limited to agenda items) There was no public comment 6. Consent Agenda a. September Invoices Motion by Director Daschke that the Consent Agenda be approved Approval: The motion to approve the Consent Agenda was unanimous.
7_ Annual Audit Presentation - Gregory Terrell & Co. Gregory Terrell of Gregory Terrell & Company reviewed the SY 2011-12 audit and discussed with the Board the two recommendations made in the Letter to Management and the Board, that is, 1) the method of reviewing K12 payroll charges and 2) a waiver in writing signed by K12 re: their agreement with the Board to no interest charges when delaying receipt of payment ofk12 invoices. This would be a formal waiver ofk12 of the interest agreement of the service agreement. K12 has since formally signed such a waiver for SY 2pll-12. Motion by Director Marlow that the Board accept the audit as presented by Gregory Terrell & Associates Approval: The motion to accept the audit as presented was unanimous. 8. K12/Manistee Virtual School Relationship 9. Financial Statements a.november Invoices - sib September invoices approved under Consent Agenda b. Outstanding Invoices - Regina Krotzer reported that the total open payable to K12 as of Sept. 30 is $2.2M, which includes $207,000 remaining from June, 2012. The outstanding invoices do not exceed the time limit stipulated by MI statute. She projects that invoices to K12 will be brought current in Nov., that is, all of June, 2012 plus $250,000-300,000. The Board requested that all members receive the infonnation concerning outstanding invoices contained in the monthly invoice statement. Brian Carpenter will write a policy for Board approval at a future date. Motion by: Director Marlow that the monthly aging debt be given to the Board each month by the Treasurer. Approval: The motion to have a monthly aging debt given to the Board each month by the Treasurer was unanimous. c. Financial Statements - Regina Krotzer reviewed the financial statements and invoices for the Board. d. Budget review - Regina reported that the annualized figures are on target. Motion by Director Foster to accept financial reports as provided by staff The Motion was seconded Approval: The motion to accept the financial reports as provided by staff was unanimous. 10. GVSU Charter Amendment a. Increase in student population b. Financial projections 11. Detroit Virtual Center Stephanie Hargens reported that the fall of 2013 would be the optimum time to open
a Detroit Virtual Center. GVSU would have to have all the necessary projections and recommendations by February, 2013. She advised that a committee should be formed to set suggested parameters for the Detroit Center and the committee should report back at the next meeting. Motion by Director Marlow that the Board appoint a committee to set the parameters that would be necessary for opening a Detroit Virtual Center. Approval: The motion to appoint a committee to set the parameters for opening a Detroit Virtual Center was approved by unanimous vote. President Bender asked for Board members who wished to be on this new committee to volunteer. Director Bender will be the committee and bring his recommendations to the Nov. meeting. 12. Performance Standards - detail discussion a. GVSU Standards - where does MVCA stand b. MVCA Board - Goals and Standards c. MVCA Academic and Operations Performance Goals d. K12 Standards and expectations e. MVCA Strategic Plan 13. School Performance - detail discussion a. School Improvement Plan b. Current Academic Performance c. Academic Performance Compared to Standards d. Common Core Strategy Plan 14. Policy Governance - detail discussion a. Evaluate policy governance Dr. Brian Carpenter spoke about the compliance schedule and setting the calendar for when things have to be discussed by the Board and voted on. We are to ensure that the outcomes are as specified by the Charter. President Bender asked that a committee build a draft calendar before the January meeting. Motion by: Director Tolle moved that a committee consisting of Director Marlow and Director Foster be charged with building a Board Annual Strategic Calendar to be presented in draft form at the January meeting.
Approval: The motion that Directors Marlow and Foster be charged with building a Board Annual Strategic Calendar to be presented in draft form at the January meeting was unanimous. b. Review Current Policies This agenda item was not discussed during the meeting. c. Review/Discuss New Policies With regard the Board Reimbursement Policy, Dr.Carpenter felt that some of the language needed clarification. Ms. Vanderlaan requested that the directors give her their input regarding several of the bullet points in the policy. It was agreed that this policy discussion be resolved at the next meeting. Motion by: Director Marlow moved that the Board approve the Tab 5 policies required by Grand Valley minus the Board Reimbursement Policy. Approval: The motion to approve the Tab 5 policies required by Grand Valley minus the Board Reimbursement Policy was unanimous. Brian Carpenter and Joe Urban will meet to discuss new policies such as a Searches and Seizures Policy which has not previously been discussed. d. Policy Governance procedures Motion by Director Tolle moved that the Board adopt Robert's Rules of Order in its current addition as its parliamentary authority, except for those special rules the Board may adopt from time to time. Approval: The motion to adopt Robert's Rules of Order in its current addition as its parliamentary authority, except for those special rules the Board may adopt from time to time was unanimous. Motion by Director Marlow that the Board pass a resolution that the MVCA Board it will not tolerate any unprofessional or discourteous behavior from any of its members. Approval: The motion to pass a resolution that MVCA Board will not tolerate any unprofessional or discourteous behavior from any of its members was unanimous, Motion by Director Marlow that the Board define a specific attendance policy and promptness at regular monthly meetings. Joe Urban, Board attorney, agreed to put together a Board policy for consideration and approval at the next meeting. Approval: The motion that the Board define a specific attendance and promptness policy for regular monthly meetings was unanimous. Motion by Director Marlow that the CGO will conduct a Board Agenda Meeting within 7 working days of the previous meeting to include management, V-P and input from the Secretary.
Motion by Director Marlow that the CGO distribute a draft agenda to all Board members, management, GVSU, the Board attorney and other interested parties within 3 working days of the agenda meeting. Motion by Director Marlow that the Board agenda packet with coversheets and all pertinent information be prepared and sent to all Board members, management, GVSU and the Board attorney 5 working days prior to the regular Board meeting. Motion by Director Marlow that email communication from management to the CGO designated as intended for all Board members be distributed within 24 hrs. during the work week or on the following Monday if sent on a weekend. e. What's next 15. MVCA Overall Strategic Plan 16. Board Development Workshop 17. New Business Authorizer's Comments - Dan Matthews passed out "Save The Date" cards which listed three different dates for GVSU Charter School Symposiums. Motion by Director Marlow that the Policy Governance motions regarding the Board Agenda Meeting, the Board draft agenda, the board packet, coversheets and other pertinent information and email communication from management be put on the Nov. agenda. Approval: The motion that the Policy Governance motions regarding the Board Agenda Meeting, the Board draft agenda, the board packet, coversheets and other pertinent information and email communication from management be put on the Nov. agenda was unanimous. 18. Public Comments There was no public comment 19. Adjournment The meeting was adjourned at 6:55PM
The undersigned duly qualified and acting Secretary of the Board of Directors of the Michigan Virtual Charter Academy, hereby certifies that the foregoing is a true and complete copy of a resolution adopted by the Board at a regular meeting held on October 29, 2012, the original of which is a part of the Board's minutes and further certifies that a notice of the meeting was given to the public pursuant to the provisions of the Open Meetings Act, 1976 PA 267, as amended. JdlL- ------~~~----=-~----- Secretary, Board of Directors Individuals with a disability who need accommodation for participation in this meeting should contact Jon Robinson at (517) 614-1270 in advance of the meeting to request assistance. Minutes available at: Michigan Virtual Charter Academy, 678 Front Avenue NW, Suite 190, Grand Rapids, MI 49504, and on the Michigan Virtual Academy website, www.k12.comlmvca