DIRECTORS PRESENT: UNO CHARTER SCHOOL NETWORK ( UCSN ) MINUTES OF A MEETING OF THE BOARD OF DIRECTORS November 16, 2016, 6:00 PM UCSN Rufino Tamayo Charter School 5135 S. California Ave., Cafeteria, Chicago, Illinois 60632 Ms. Yeni Rojas, Chairwoman Mr. Douglass Hewitt, Vice Chairman Mr. Simon Yohanan, Treasurer Ms. Helena Stangle, Secretary Ms. Roxanne Matias Ms. Janet Sisler Mr. Hardik Bhatt (via telephone) DIRECTORS ABSENT: Ms. Margery Yeager OTHERS PRESENT: Richard Rodriguez, Chief Executive Officer, UCSN Laura Castle, Director of Brighton Park Matthew Moeller, Chief of Schools, UCSN Adam Sparks, Director of Cisneros Araceli De La Cruz, General Counsel, UCSN Alex Rock, Director of Garcia High School Mark Lubus, Assistant General Counsel, UCSN Richard Valerga, Chief Operating Officer, UCSN Brian Towne, Chief of External Affairs, UCSN Thomas Denneen, Chief of Elementary Schools, UCSN Josephine Gomez, Chief of Staff and High Schools, UCSN Katherine Gibson, Manager of Policy and Protocol, UCSN Courtney Pohlman, Operations Coordinator, UCSN Noelle Gaffney, Communications/Public Relations Consultant, UCSN Rosa Nodal, Parent Advocacy and Partnership Manager, UCSN Call to Order and Roll Call At 6:00 p.m., Chairwoman Rojas called the meeting of the Board of Directors of UNO Charter School Network, Inc. (the Board ) to order. A roll call was taken. Director Rojas, present; Director Hewitt, present; Director Stangle, present; Director Yohanan, present; Director Sisler, present; Director Matias, present; Director Bhatt, absent; Director Yeager, absent; Director Vick, absent. Six members being present, a quorum was established. Telephone Participation Pursuant to Section 7(a) of the Illinois Open Meetings Act, Chairwoman Rojas moved to allow for Director Bhatt to participate in the meeting via telephone conference. The motion was seconded, and the motion carried. Approval of Board Meeting Minutes from September 14, 2016 Director Stangle presented the minutes of the September 14, 2016 Board meeting for approval by the Board. Director Stangle moved to approve the open and closed minutes of the September 14, 2016 Board
meeting, and further to moved to keep the closed minutes closed as the need for confidentiality exists due to the discussion of personnel and matters pertaining to potential litigation. Director Vick and Director Matias seconded the motion, and the motion was carried. Approval of Executive Committee Meeting Minutes from October 14, 2016 Director Stangle presented the minutes of the October 14, 2016 Executive Committee meeting for approval by the Board. Director Stangle moved to approve the open and closed minutes of the October 14, 2016 Executive Committee meeting, and further moved to keep the closed session minutes closed as the need for confidentiality exists due to the discussion of student disciplinary matters. Director Hewitt seconded the motion, and the motion was carried. Approval of Executive Committee Meeting Minutes from October 28, 2016 Director Stangle presented the minutes of the October 28, 2016 Executive Committee meeting for approval by the Board. Director Stangle moved to approve the open and closed minutes of the October 28, 2016 Executive Committee meeting, and further moved to keep the closed session minutes closed as the need for confidentiality exists due to the discussion of collective bargaining negotiations and external audit reporting. Director Yohanan seconded the motion, and the motion was carried. Semi-Annual Review of Closed Session Minutes Director Stangle moved that the Board approve the recommendations made by counsel to maintain certain minutes as closed, and to release other closed minutes for which the need for confidentiality no longer exists. Recommendations were made for the following closed minutes: April 2, 2014, Meeting of the UCSN Academic Committee; May 22, 2014, Meeting of the UCSN Academic Committee; August 4, 2014, Meeting of the UCSN Board; August 26, 2014, Meeting of the UCSN Board; September 8, 2014, Meeting of the UCSN Interview Committee; September 22, 2014, Meeting of the UCSN Board; October 1, 2014, Meeting of the UCSN Interview Committee; October 20, 2014, Meeting of the UCSN Executive Committee; October 21, 2014, Meeting of the UCSN Board; November 12, 2014, Meeting of the UCSN Audit, Compliance, and Finance Committee; December 15, 2014, Meeting of the UCSN Audit, Compliance, and Finance Committee; December 16, 2014, Meeting of the UCSN Board; January 16, 2015, Meeting of the UCSN Audit, Compliance, and Finance Committee; January 19, 2015, Meeting of the UCSN Board; February 13, 2015, Meeting of the UCSN Academic Committee; February 23, 2015, Meeting of the UCSN Executive Committee; February 24, 2015, Meeting of the UCSN Board; March 2, 2015, Meeting of the UCSN Audit, Compliance, and Finance Committee; March 20, 2015, Meeting of the UCSN Academic Committee; March 30, 2015, Meeting of the UCSN Academic Committee; March 30, 2015, Meeting of the UCSN Board; April 16, 2015, Meeting of the UCSN Audit, Compliance, and Finance Committee; May 13, 2015, Meeting of the UCSN Interview Committee; May 18, 2015, Meeting of the UCSN Board; June 9, 2015, Meeting of the UCSN Audit, Compliance, and Finance Committee; June 30, 2015, Meeting of the UCSN Board; July 24, 2015, Meeting of the UCSN Executive Committee; July 27, 2015, Meeting of the UCSN Board; August 18, 2015, Meeting of the UCSN Audit, Compliance, and Finance Committee; October 21, 2015, Meeting of the UCSN Audit, Compliance, and Finance Committee; October 21, 2015, Meeting of the UCSN Board; November 24, 2015, Meeting of the UCSN Academic Committee; December 16, 2015, Meeting of the UCSN Audit, Compliance, and Finance Committee; December 16, 2015, Meeting of the UCSN Board; February 10, 2016, Meeting of the UCSN Board; February 27, 2016, Meeting of the UCSN Academic Committee; April 9, 2016, Meeting of the UCSN Academic Committee; April 13, 2016, Meeting of the UCSN Board; June 29, 2016, Meeting of the UCSN Audit, Compliance, and Finance Committee; June 29, 2016, Meeting of the UCSN Board; and August 22, 2016, Meeting of the UCSN Executive Committee. The motion was seconded unanimously, and the motion was carried. All of the closed minutes remained closed. 2
Chairwoman s Opening Remarks Chairwoman Rojas greeted all attendees of the Board meeting and welcomed everyone to Rufino Tamayo Elementary School ( Tamayo ). Chairwoman Rojas recognized Tamayo Director Matthew Katz and his team for their hard work and accomplishments. Chairwoman Rojas explained that UCSN will continue to surpass expectations of public schools by doing more with less, referring to recent budget reductions. Chairwoman Rojas thanked UCSN parents and staff for trusting the network and helping UCSN keep true to the work it has at hand. Chief Executive Officer s Report Mr. Rodriguez explained that during its second year of self-management, UCSN welcomes more transparency. He recognized the recent limitations placed on charter growth as a challenge, but stated that UCSN is committed to continued success. Further, Mr. Rodriguez indicated that UCSN schools are schools of choice, and that UCSN continues to produce high achieving students and results. Mr. Rodriguez acknowledged that UCSN will be celebrating its 20 year anniversary in 2018.. Chief of School s Report Mr. Moeller informed the Board of the Chicago Public Schools School Quality Rating Policy ( SQRP ) results, that seven UCSN schools earned the highest rating of Level 1+, UCSN s highest number ever. In addition, three UCSN schools were named to Chicago Magazine s Best Schools list. Mr. Moeller also announced that Esmeralda Santiago Elementary School Director Melissa Sweazy received the 2016 Principal of the Year Award from the Illinois Network of Charter Schools ( INCS ). Mr. Moeller then announced that for the second year in a row, a UCSN student received the INCS 8 th Grader of the Year Award. Also, Mr. Anthony Zarate of Brighton Park became the first charter school teacher to be chosen by the Illinois State Board of Education as a finalist for the Illinois Teacher of the Year Award. Mr. Moeller introduced them both, along with the Laura Castle, Brighton Park Director. Ms. Castle briefly spoke about the student and Mr. Zarate. Mr. Moeller referred to UCSN s strategic plan as a way to hold the network accountable for reaching high performance targets. Mr. Moeller concluded his remarks by thanking school administrators, building managers, teachers and UCSN parents. Executive Committee s Report Director Hewitt discussed the UCSN Executive Committee meeting on October 14, 2016. Director Hewitt explained that after having received a presentation from the hearing officer who presided over a student expulsion hearing, the Executive Committee took action on behalf of the full UCSN Board. The Executive Committee approved and ratified the recommendation of the hearing officer to expel the student in question. Director Hewitt then discussed the UCSN Executive Committee meeting on October 28, 2016. He explained that after having received a presentation on the amended FY17 budget, the FY16 audit conducted by external auditors, and recent collective bargaining negotiations, the Executive Committee took action on behalf of the full UCSN Board. The Executive Committee approved the amended FY17 budget and the FY16 audit. The Executive Committee also approved a tentative collective bargaining agreement with the Chicago Acts, Local 4343, IFT-AFT, AFL-CIO, and additionally delegated to the Chief Executive Officer the authority to execute and deliver the final Agreement subject to final legal review. 3
Chief Financial Officer s Report Mr. Bradley presented the amended FY17 budget reflecting the actual UCSN 20 th day student count. Mr. Bradley explained certain amendments to the FY17 budget including reductions in the budget, along with changes in funding methodology from CPS. Mr. Bradley reviewed the FY16 audit, which was conducted by external auditors. He explained the services provided by the external auditors, the audit submission deadlines, and the unmodified opinion/ clean auditor s report. Nominating and Governance Committee s Report Director Sisler discussed the UCSN Nominating and Governance Committee meeting on November 14, 2016. Director Sisler explained that after having received a presentation on the school naming process, the Nominating and Governance Committee learned that two finalists were identified. The Nominating and Governance Committee also considered the election of Board officers and made a recommendation to the Board. Before presenting the recommendation, Director Sisler made a motion to amend the UCSN by-laws to establish the separate offices of Secretary and Treasurer. Director Yohanan seconded the motion, and the motion was carried. Pursuant to the recommendation made by the Nominating and Governance Committee, Director Sisler made a motion that the Board approve the following slate of officers: Chairwoman Yeni Rojas Vice Chairman Douglass Hewitt Secretary Roxanne Matias Treasurer Simon Yohanan Chairwoman Rojas seconded the motion, and the motion was carried. Finally, Director Sisler explained that the Nominating and Governance Committee considered the reelection of Board members whose terms expire this year. Pursuant to the recommendation made by the Nominating and Governance Committee, Director Sisler made a motion that the Board approve the following Board members for re-election, and that their terms expire June 2018. Margery Yeager Douglass Hewitt Janet Sisler Director Yohanan seconded the motion, and the motion was carried General Counsel/Chief Compliance Officer s Report Ms. De La Cruz discussed the changes made to UCSN s Procurement policy to allow for better transparency and a clearer road map of the process. Director Yohanan made a motion to approve the revisions to the Procurement policy. Director Sisler seconded the motion, and the motion was carried. Ms. De La Cruz then presented the UCSN Suicide and Depression Awareness and Prevention policy and its various requirements, which are mandated by state law. Director Matias made a motion to approve the Suicide and Depression Awareness and Prevention policy, which was seconded unanimously, and the motion was carried. 4
Ms. De La Cruz finally presented on the contract award for UCSN s travel agent or broker, specifically for the annual student trips to New York City and Washington D.C. Ms. De La Cruz explained the cost of the trips, the duration of the contract, the description of the services, and the manner in which the contract was procured. Director Matias made a motion to approve the selection of Capital Tours, Inc. as UCSN s travel agent or broker, which was seconded unanimously, and the motion was carried. Illinois Network of Charter Schools Report Catherine Deutsch, Chief Strategy and Talent Officer of INCS provided an overview of the Illinois charter school landscape. Ms. Deutsch discussed UCSN s exceptional performance in recent years, per SQRP averages, as compared to other charter networks. She then reviewed the challenges charter schools face and how INCS assists networks in facing those challenges. Public Comment Chairwoman Rojas opened the meeting to public comment, and numerous UCSN staff members and parents posed questions and made statements. Whereupon Director Vick entered the room. Closed Session Chairwoman Rojas moved that the Board convene into closed session pursuant to Sections 2(c)(1) and 2(c)(11) of the Illinois Open Meetings Act for the discussion of matters involving personnel and matters pertaining to potential litigation. Chairwoman Rojas asked for a roll call vote, and Ms. De La Cruz took the vote: Director Rojas: Director Hewitt: Director Stangle: Director Yohanan: Director Sisler: Director Matias: Director Vick: Return to Open Session Chairwoman Rojas moved that the Board reconvene into open session and asked for a roll call vote: Director Rojas: Director Hewitt: Director Stangle: 5
Director Yohanan: Director Sisler: Director Matias: Director Vick: Old/New Business and Adjournment Chairwoman Rojas called for old/new business. There being none, Chairwoman Rojas made a motion to adjourn the meeting. The motion was seconded unanimously, and the motion was carried. Respectfully submitted, Roxanne Matias Board Secretary Yeni Rojas Board Chairwoman Approved by UCSN Board on February 22, 2017. 6