Early College High School Delaware State University Board of Directors 1200 N DuPont Hwy FAX: (302) 857-7536 Alton Thompson, PhD Dover, DE 19901 athompson@ echsdsu.org Board President Board of Directors Minutes of Meeting (ITEMS REQUIREING FOLLOW-UP AND MOTIONS ARE IN BOLD PRINT) Regular Monthly Board Meeting 7.23.2014 3 pm EH Room 109 Facilitator Note taker Board Member Attendees Board Members Absent Alton Thompson, Board Chairman Rebecca Fox-Lykens, Board Secretary Alton Thompson, Marsha Horton, Charles McDowell (by phone), Rayton Sianjina, Stephanie Wright, Joan Engel, Lois Hobbs, Teresa Hardee, Judi Coffield (School Leader, Ex-Officio, Non- Voting member) John Austin Other Attendees Approval of Agenda Teresa Gerchman (CMO Rep), Eliseo Sierra (CMO Business Services) Motion to amend agenda to add ECHS Schedule discussion and Consolidation Grant Submission. Motion: Lois Hobbs 2 nd Marsha Horton Motion carried. Approval of Meeting Minutes Personnel Committee [Time allotted] Discussion Conclusions Action Items Motion to approve Minutes of June 18, 2014 as presented Motion: Lois Hobbs 2 nd Rayton Sianjina Motion carried. Dr. Alton Thompson, Committee Chairperson Dr. Thompson opened the floor for discussion of hiring/firing authority. Dr. Thompson had the University s legal counsel prepare a resolution addressing the authority. He read the resolution to the Board (see Exhibit A, attached). Bylaws have been modified with regards to the titles of working committees; BoD needs to vote on the revision (see Exhibit B, attached, showing Bylaw changes). A handout showing the various committees and their membership was circulated (see Exhibit C, attached). Dr. Judi Coffield as the School Leader will have the authority to hire/discharge employees and the BoD will receive notification of these decisions at BoD meetings. Employees who appeal her decision will appeal to the BoD. Motion to accept the written Hiring/Firing Resolution as read Motion: Rayton Sianjina 2 nd Stephanie Wright Motion carried Motion to approve the changing of the Bylaws to reflect the new names of the committees: Motion: Teresa Hardee 2 nd Stephanie Wright Motion Carried Motion to accept the committee memberships and Chairpersons Motion: Rayton Sianjina 2 nd Joan Engel Finance and Facilities Committee (F/F Committee) [Time allotted] Dr. Teresa Hardee, Committee Chairperson
Discussion Conclusions Aramark agreement is complete with the exception of one item. The item concerns equipment. As soon as this is resolved the contract will be executed. Facility renovation is on schedule. Furniture arrives next week, roof repair and sidewalk are being completed, Fire Marshall inspection passed. Teresa Gerchman from CMO reported that a bus vendor for Kent County has not been secured. ECHS budget information was circulated to BoD via two handouts. Several BoD members asked for clarity in regards to actual funds, expenditures and current balances. Marsha Horton suggested looking into classifying ECHS as a high needs school for additional DE DOE funding. Stephanie Wright suggested two columns for grants, one showing submissions, the other showing actual funding secured through grants. CBOC discussion ensued with regards to membership. CBOC application should be posted on school s website. F/F Committee will meet at 2 pm on the same day that the BoD meets; any BoD member that needs detail can come to the meeting. The BoD will receive a summary budget at BoD meetings, which will include columns of expenditures, balances and notes. Budget for 2014-15 ECHS will be submitted electronically to BoD prior to the next BoD meeting. Dr. Coffield will send CBOC application to parents who have indicated in interest in serving on this committee. Action Items Person Responsible Deadline School Leader Report [Time allotted] Discussion Conclusions Action Items Dr. Judi Coffield, School Leader Dr. Coffield presented a PPT to the BoD. The Summer 1 week student orientation was a success. Testing data was reported with regards to the Accuplacer. Lois Hobbs suggested not categorizing the students as Limited or Needs Improvement at this point. Enrollment updated 16 students who applied have changed their minds, they were released and 16 from the waiting list will be contacted. There are two openings scheduled for ECHS. A soft opening will take place on August 25, the first day of school and a hard opening will take place on Sept. 2 at 10 am. The Consolidated Grant has been submitted to DE DOE. A professional development report was given for ECHS teachers and staff, including required training for Dr. Coffield. Dr. Coffield will wait for the first PTA meeting to ask for a parent nomination to the BoD. Motion to release students and contact those on the waiting list Motion: Rayton Sianjina 2 nd Marsha Horton Motion carried Charter Management Company Report [Time allotted] Discussion Conclusions Action Items Teresa Gerchman, CMO Rep Teresa Gerchman presented a handout that indicated the CMO s various activities. She introduced the new Business Service Director that will be working with ECHS. The Board Policy Handbook and the Employees Handbook were discussed. Edits will be sent to committee Chairpersons and they will forward to Teresa Gerchman for review and redr afting. BoD members asked that Title 14 state code be included but needs to be rephrased into laymen s terms for both the employees handbook and the board s policy manual. CMO will do edits to Employees Handbook and recirculate to BoD for review before the next meeting. Additional Action Items Motion to Adjourn at 6:12pm Stephanie Wright 2 nd Lois Hobbs Motion carried
EXHIBIT A RESOLUTION OF ECHS BOARD OF DIRECTORS WHEREAS, the Board of Directors ( Board ) of the Early College High School at Delaware State University ( ECHS ) has the authority to hire and/or terminate all employees of the ECHS; and WHEREAS, the Board has determined to delegate such authority in the interest of the efficient operation of the ECHS; and WHEREAS, the Board has determined that such delegation of authority should be to the Director of the ECHS. NOW THEREFORE, the Board delegates to Director Judi Coffield the authority to hire and/or terminate all employees of the ECHS, such delegated authority and all decisions thereunder to be subject to the review of the Board in in its sole discretion. IT IS SO RESOLVED THIS DAY OF, 2014. By: Secretary to the Board
EXHIBIT B ARTICLE VI COMMITTEES OF DIRECTORS Section 1. Standing Committees of the Board. A. The Board shall establish standing committees of limited scope to advise the Board concerning matters which are within the authority of the Board. Membership on standing committees is limited to Board members and such other appointees as may be appointed by the President and approved by the Board provided that at least a majority of the members of all committees must be members of the Board, except the Executive Committee which shall consist of Board members only, and provided further that any action taken by any committee must be approved by Directors constituting at least a majority of the committee. The standing committees of the Board shall be the Executive, Academic Affairs, Audit, Building and Grounds, FinanceFinance and Facilities, Marketing and Student Recruitment, Personnel, and Nominating. The President shall appoint the Chairs and membership of all standing committees with the approval of the Directors. Matters which may be taken to the Board for action may, where appropriate, be referred to a Board committee by the President in order that the committee may recommend a course of action to the Board. The Principal of the Charter School shall be an ex officio, non-voting, member of all Board standing committees. B. The Executive Committee shall consist of the President, Vice-President, Treasurer and two other directors appointed by the President and approved by the
Board. The President of the Board shall be the Chair and shall preside at all meetings of the Executive Committee. A majority of the members shall constitute a quorum for the transaction of business. In any interval between the regular meetings of the Board, the Executive Committee shall have the authority to act on behalf of the Board when a majority of the Executive Committee deems such action necessary for the welfare of the Corporation; provided that the Executive Committee shall not have the power i) to amend the certificate of incorporation; ii) to amend, alter or repeal the Bylaws or adopt new bylaws; iii) to fill vacancies in or remove members of the Board or of any committee appointed by the Board; iv) to adopt a plan of merger or adopt a plan of consolidation with another corporation; v) to authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; vi) to authorize the voluntary dissolution of the Corporation or revoke proceedings therefor; vii) to adopt a plan for the distribution of the assets of the Corporation; or viii) to amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. The Executive Committee shall report its actions at the next regularly scheduled meeting of the Board. The Executive Committee shall also be responsible for monitoring and evaluating the School's compliance with all laws and regulations as well as the performance of Directors as directors of the corporation. C. The Academic Affairs Committee shall review and advise the Board with respect to matters pertaining to the Charter School s academic programs and school climate. D. The Audit Committee shall recommend to the Board the appointment of the Corporation s auditors based on proposals from the administration, receive and review the report of the Corporation s auditors and seek to ensure the integrity of the
audit process. At least a majority of the members of the Audit Committee shall not be members of the Finance and Facilities Committee. E. The BuildingFinance and GroundsFacilities Committee shall have responsibility for advising the Board with respect to financial matters and shall serve as the School's Citizen Budget Oversight Committee. It shall also review and recommend action to the Board and/or recommend adoption of policies related to the development of the campus and recommend revisions to the plan as appropriate, long-range plans for physical plant and campus development, property acquisitions and disposals, and all other property matters which might arise. It shall periodically review the adequacy and condition of capital assets, and deal with other capital issues as directed by the Board. Formatted: Font: Bold F. The FinanceMarketing and Student Recruitment Committee shall have responsibility for advisingreview and advise the Board with respect to Formatted: Font color: Black financialmarketting and personnelstudent recruitment matters. G. The Nominating Committee shall be comprised of at least three (3) members of the Board, consisting of the immediate past President of the Board still serving on the Board, plus the current President of the Board and the next most recent past President. If applying these criteria fails to produce a membership of three (3), the Board President will complete the membership selection by appointing the current or a recent former Vice President or another member of the Board. The Nominating Committee shall recommend directors for election at the Annual Meeting of the Sole Member pursuant to Article III, Section 2 and to fill vacancies pursuant to Article IV, Section 5 and shall recommend a slate of officers to be elected pursuant to Article VIII,
Section 1. A candidate for office shall not participate in the deliberations by the Nominating Committee for that office. H. The Personnel Committee shall review and advise the Board with respect to personnel matters. Committees Executive Academic Affairs Audit Finance and Facilities Personnel EXHIBIT C ECHS BOARD COMMITTEES Directors Alton Thompson, Chair Vice President Teresa Hardee Rebecca Fox-Lykens Stephanie Wright Rayton Sianjina, Chair Joan Engel Rebecca Fox-Lykens Stephanie Wright Nancey Cannon Charles McDowell, Chair Parent Marshá Horton Rebecca Fox-Lykens Teresa Hardee, Chair Lois Hobbs Charles McDowell Alton Thompson Alton Thompson, Chair John Austin Marshá Horton Rayton Sianjina
Nominating Lois Hobbs, Chair John Austin Charlie McDowell Marketing and Student Recruitment Rebecca Fox-Lykens, Chair John Austin Joan Engel Carolyn Curry Nancey Cannon NOTE: Given an affirmative vote on Wednesday, July 23, 2014, the Finance and Facilities Committee will also function as the Citizens Budget Oversight Committee. We need to add one educator from the ECHS (Judi Coffield), one parent of a student and a representative from DOE.