KEYSTONE ACEMY CHARTER SCHOOL 6649 Tulip Street Philadelphia, PA 19135 BOARD OF TRUSTEES MEETING SEPTEMBER 17, 2015 7:00PM MINUTES SECTION I: CALL TO ORDER Opening Colloquy This Board of Trustees meeting of the Keystone Academy Charter School Board of Trustees is hereby called to Order. The time is 7:00 pm. My name is Gretchen Alston. I am the President of this Board of Trustees and I will facilitate this meeting. This is a public meeting of the Board of Trustees of the Keystone Academy Charter School that was properly advertised pursuant to the Pennsylvania Sunshine Act. The public meeting schedule is posted at the school and on the website in the monthly calendar. All members of the public are welcome, to sit and listen to the Board of Trustees conduct its business tonight. Members of the public who have registered with the Administrative office to participate in public comment by 5pm on the day before this scheduled meeting may participate in public comment. At this time, I would ask that executive administration submit the list of commenters to our legal counsel. Comments will be limited to three minutes unless the Board decides to grant additional time. At this time, I will ask that Roll Call be taken. A. Roll Call by Gretchen Alston: Gretchen Alston President Fred Phelps Vice President Marie McCarthy Secretary Alma Diggs Member Tina Peterson Member Christine Godfrey Member Board Members Present: Gretchen Alston Marie McCarthy Alma Diggs Tina Peterson GA FP CG By Invitation: Non-Board Members Present: Dr. Claudia Lyles Daniel H. Saidel, Esq. Michael Thomson, Santilli & Thomson Michael Danyo, Finance Santilli & Thomson PAGE 1 OF 11
Board Members Absent: Fred Phelps Christine Godfrey B. Approval of Agenda Resolution 01 Approval of the September 17, 2015 Agenda School hereby approves the September 17, 2015 Agenda. C. Approval of Minutes Resolution 02 Approval of August 20, 2015 Minutes of Meeting School hereby approves the Minutes of the August 20, 2015 meeting of the Board of Trustees of Keystone Academy Charter School. D. Election of Board Treasurer Resolution 03 Election of Alma Diggs as Board Treasurer, By Gretchen Alston The Board discussed the Board Treasurer position with Dr. Claudia Lyles, CEO, Daniel H. Saidel, Esq., Michael Thomson, and Michael Danyo. School hereby elects Alma Diggs to be the Treasurer of Keystone Academy Charter School effective immediately. By Roll Call Vote: Gretchen Alston YES Fred Phelps ABSENT Marie McCarthy YES Alma Diggs YES Tina Peterson YES Christine Godfrey ABSENT PAGE 2 OF 11
Alma Diggs accepted the position as Treasurer of Keystone Academy Charter School. E. REPORTS Resolution 04 Acceptance of the Report of Dr. Claudia Lyles, CEO Dr. Lyles distributed and reviewed her written report with the Board. School hereby accepts the report of Dr. Claudia Lyles, CEO and hereby incorporates into these minutes by reference the written report and the documents presented by Dr. Claudia Lyles to the board. Resolution 05 Acceptance of the Treasury Report of Michael Danyo of Santilli and Thomson Michael Danyo distributed and reviewed with the Board the Keystone Academy Charter School financial statements and the Treasury Report in the amount of $172,878.78. School hereby reviews and accepts the Financial Report of Michael Danyo and hereby incorporates into these minutes by reference the financial statements and the documents presented by Michael Danyo to the board; and FURTHER RESOLVED, the Board of Trustees of Keystone Academy Charter School accepts the Treasury Report in the amount of $172,878.78 presented by Michael Danyo. F. HUMAN RESOURCES Resolution 06 Approval of New Position: By Dr. Claudia Lyles Dr. Lyles reviewed with the Board the reasons for the addition of the position Classroom Aide, effective September 18, 2015. School hereby approves the addition of the position Classroom Aide, effective September 18, 2015. PAGE 3 OF 11
Resolution 07 Appointment of Classroom Aide: By Dr. Claudia Lyles Dr. Lyles reviewed with the Board the appointment of Steffy Joseph as a Classroom Aide, effective September 18, 2015, at an annual salary of $27,000.00. School hereby approves the appointment of Steffy Joseph as a Classroom Aide, effective September 18, 2015, at an annual salary of $27,000.00. Resolution 08 Acceptance of Resignations: By Dr. Claudia Lyles Dr. Lyles reviewed with the board the resignation of Rory Ferst, Teacher, effective August 26, 2015. School hereby accepts the resignation of the following personnel: 1) Rory Ferst, Teacher, effective August 26, 2015. Resolution 09 Approval of Increase in Work Hours: By Dr. Claudia Lyles Dr. Lyles reviewed with the board the reasons for the increase in the total work hours for Marcia Greene. School hereby approves an increase in the total work hours of the following: 1) Marcia Greene in the amount of twenty-five (25) additional hours, in the amount of $50.00/hr. for a total of one hundred and twenty five (125) hours for the 2015-16 school year (Title II Funds). Resolution 10 Approval of 2015-16 Club Sponsors: By Dr. Claudia Lyles Dr. Lyles reviewed with the board the duties of the 2015-16 Club Sponsors and the payments required for 2015-16 Club Sponsors at a rate of $25/hr. School hereby approves payment to the following personnel as 2015-16 Club Sponsors at a rate of $25/hr.: PAGE 4 OF 11
1) Dennis Hancock in the amount of $387.00 for Glee Club, for fifteen and a half (15.5) hours; 2) Deborah Jones-Miller in the amount of $1,250.00 for Art Club for fifty (50) hours; 3) Wendy Hesse and Michelle Giordano in the individual amounts of $637.50 for a total of $1275.00, and for a grand total of fifty one (51) hours for School Store; 4) Elizabeth Galbally, Autumn Camlin and Wendy Hesse in the individual amounts $600.00 for a grand total of $1800.00 for National Junior Honor Society; 5) Kyle Sibley in the amount of $600.00 for Soccer Club, for twenty-four (24) hours; and 6) Michael Browning in the amount of $450.00 for Fantasy Football for eighteen (18) hours. Resolution 11 Approval of Saturday School Personnel: By Dr. Claudia Lyles Dr. Lyles reviewed with the board the duties of the Saturday School Personnel and their required payments for Saturday School supervision, instruction and clerical support beginning October 3, 2015 through April 9, 2016. School hereby approves payment to the following personnel for Saturday School supervision, instruction and clerical support beginning October 3, 2015 through April 9, 2016: 1) Melissa Haslett, Program Supervisor at $35/hr. for 92/hrs. for a total amount of $3,220.00 (Title I funds); 2) Gail Haynes or Janelle Moultrie, School Secretary at $20/hr. for 69/hrs. for a total amount of $1,380.00. (Title I funds); 3) Eight (8) teachers at $25/hr. for 69/hrs. each in a total amount of $13,800.00. (Title I funds) a. Lisa Alullo b. Pamela Thomas c. Christopher Hoffer d. Michael Katsoff e. Samantha Franks f. Kerri Flood g. Michael Browning h. Kristen Leonard PAGE 5 OF 11
G. CONTRACTS Resolution 12 Approval Contract with Maillie LLP Auditors: By Dr. Claudia Lyles, Michael Danyo and Michael Thomson Dr. Lyles, Michael Danyo and Michael Thomson reviewed with the board the contract with Maillie LLP to perform the 2015 Keystone Academy Charter School audit in the amounts of: $14,500.00 Audit $1,750.00 Preparation of Form 900 $3,500.00 Single Audit. School hereby approves the approval of a contract with Maillie LLP to perform the 2015 Keystone Academy Charter School audit in the amounts of: $14,500.00 Audit $1,750.00 Preparation of Form 900 $3,500.00 Single Audit. FUTHER RESOLVED, Dr. Claudia Lyles, CEO or any officer of this Board of Trustees is authorized and directed to negotiate the terms and conditions of the contract and any document or delegate any task necessary to effect this resolution in consultation with Santilli & Thomson and Daniel H. Saidel, School Solicitor; and FURTHER RESOLVED, Dr. Claudia Lyles, CEO or any officer of this Board is directed and authorized to execute the contract and any other document necessary to effect this resolution in consultation with Daniel H. Saidel, School Solicitor. H. POLICY Resolution 13 Wellness Policy: By Dr. Claudia Lyles Dr. Lyles distributed and reviewed with the Board the Keystone Academy Charter School Health and Wellness policy. School hereby approves the updates to the Health and Wellness policy. FUTHER RESOLVED, Dr. Claudia Lyles, CEO or any officer of this Board PAGE 6 OF 11
of Trustees is authorized and directed to fulfill the conditions of the policy and any document or delegate any task necessary to effect this resolution in consultation with Daniel H. Saidel, School Solicitor. I. PROFESSIONAL DEVELOPMENT Resolution 14 Approval of Attendance at Professional Development: By Dr. Claudia Lyles Dr. Lyles reviewed with the Board the professional development for Brent Kreiser and Kerri Flood in the amount of $975.00 each and a total amount of $1950.00 for Orton Gillingham Training on November 9-13, 2015 in Philadelphia, PA. School hereby approves the attendance and payment of fees by the Keystone Academy Charter School for programs of professional development: 1. Brent Kreiser and Kerri Flood in the amount of $975.00 each and a total amount of $1950.00 for Orton Gillingham Training on November 9-13, 2015 in Philadelphia, PA. (Title II funds). J. KEYSTONE FOUNDATION Resolution 15 Approval of Transfer of funds from Keystone Academy Charter School to Keystone Foundation: By Dr. Claudia Lyles, Michael Danyo, Michael Thomson and Daniel Saidel Esq. Dr. Claudia Lyles, Michael Danyo, Michael Thomson and Daniel Saidel Esq. reviewed with the Board the requested transfer of $1,200,000.00 to the Keystone Foundation from Keystone Academy Charter School on account of the St. Josephat school facility project. School hereby approves the transfer of $1,200,000.00 to the Keystone Foundation from Keystone Academy Charter School; FUTHER RESOLVED, Dr. Claudia Lyles, CEO or any officer of this Board of Trustees is authorized and directed to execute any document or delegate any task necessary to effect this resolution in consultation with Santilli & Thomson and Daniel H. Saidel, School Solicitor. PAGE 7 OF 11
By Roll Call Vote: Gretchen Alston YES Fred Phelps ABSENT Marie McCarthy YES Alma Diggs YES Tina Peterson YES Christine Godfrey ABSENT Resolution 16 M&T Bank Financing: By Dr. Claudia Lyles, Michael Danyo, Michael Thomson and Daniel Saidel Esq. Dr. Claudia Lyles, Michael Danyo, Michael Thomson and Daniel Saidel Esq. reviewed with the Board the M&T financing of the St. Josephat school facility project. WHEREAS, Keystone Foundation( KF ), a Pennsylvania nonprofit corporation incorporated November 26, 2013, pursuant to the Pennsylvania nonprofit corporation law of 1988, as amended (the PaNCL ) was determined by the Internal Revenue Service, via a determination letter dated October 7, 2014, to be: (i) exempt from Federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the Code ) as an organization described in Section 501(c)(3) of the Code and (ii) other than a private foundation under Section 509(a)(3) of the Code since it functions as a supporting organization to Keystone Academy Charter School (the School ); and WHEREAS, the School was incorporated as a Pennsylvania nonprofit corporation on June 4, 2007, pursuant to the Pennsylvania nonprofit corporation law of 1988, as amended (the PaNCL ); and WHEREAS, the School was determined by the Internal Revenue Service, via a determination letter dated November 9, 2009, to be: (i) exempt from Federal income tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the Code ) as an organization described in Section 501(c)(3) of the Code and (ii) other than a private foundation under Sections 509(a)(1)/170(b)(1)(A)(ii) of the Code; and WHEREAS, KF intends to acquire and develop all those certain grounds, together with improvements erected thereon, situated at and commonly known as 4521 Longshore Avenue, Tax Parcel ID #77-822-1000; in Philadelphia, Pennsylvania (the School Facilities ) for use as a kindergarten through eighth grade school; WHEREAS, KF has entered into an agreement of sale with respect to KF s purchase of the School Facilities; PAGE 8 OF 11
WHEREAS, KF desires to borrow money in order to finance the (i) the acquisition, construction, renovation, furnishing, finishing and equipping of the School Facilities for use as a school building housing grades kindergarten through eighth, (ii) other appropriate and lawful capital improvements at the School Facilities (collectively, the Project ); and WHEREAS, to finance the Project, KF has determined to apply for financing by and through M&T Bank ( M&T ) in an aggregate amount not to exceed $13,600,000 and loan the proceeds of M&T to KF to finance all or a portion of the Project (the Loan ), and collectively referred to as the Project Costs ; and WHEREAS, the Loan will be evidenced by a loan and trust agreement and one or more supplements thereto (collectively, the Loan Agreement ), and secured by an Open-End Mortgage, Assignment of Leases, Security Agreement and Fixture Filing from KF (the Mortgage ) encumbering the School Facilities (the Loan Agreement, the Mortgage and other documents, instruments and undertakings evidencing and securing the Loan are hereinafter collectively referred to as the Loan Documents ); and WHEREAS, KF intends to lease the School Facilities to the School pursuant to a lease agreement between KF and the School (the KF Lease ) which Lease, in the aggregate (i) will provide for payments at least sufficient to pay debt service on the Loan and other amounts due from under the Loan Agreement and (ii) will be assigned as security for the Loan; and WHEREAS, as security for its obligations under the Lease, the School will grant to KF a security interest in certain collateral, including all revenues received from the School District of Philadelphia; and WHEREAS, the Trustees of KF have determined that the Loan is in the best interest of KF; and WHEREAS, the Trustees of the School have determined that the Loan is in the best interest of the School. I. Borrowing Resolution NOW, THEREFORE, BE IT RESOLVED that the School approves of the Loan and the financing of the Project as described in the recitals hereto in all respects and approves the granting of a lien on and security interest in any real or personal property of KF to secure the Loan, including a mortgage lien on the School Facilities in favor of M&T and an assignment of the Lease to M&T; and it is further RESOLVED, that the Chairperson and any other officer of the School are each hereby authorized, directed and empowered to approve the terms of the Lease and execute and deliver to M&T (and to affix and attest the corporate seal of KF to) as security for its obligations under the Lease, the School will grant to KF a security interest in certain collateral, including all revenues PAGE 9 OF 11
received from the School District of Philadelphia and any other Loan Documents and any certificates or other instruments as may be required by M&T, its counsel for the Loan, all in form and substance as approved by the officer executing such agreement, certificate or instrument, such approval to be evidenced by such execution; and it is further RESOLVED, that the Chairperson and any other officer of the School, are each hereby authorized and directed to or cause to be done any and all such acts and things and to execute and deliver any and all such further documents and papers as they may deem necessary or appropriate to carry into effect the full intent and purposes of the foregoing resolutions; and it is further RESOLVED, that all acts of any officer, agent, employee, attorney, or others acting for or on behalf of the School, which are in accord with the intent, purpose and spirit of the resolutions set forth herein, and whether heretofore or hereafter done or taken shall be, including but not limited to the August 24, 2015 M&T Summary Term Sheet which is incorporated herein into this resolution in its entirety, and the same hereby are, ratified, confirmed and adopted in all respects, and any party may rely upon the continuing efficacy of the resolutions set forth herein and the power of any person to act as aforesaid, until a resolution set forth herein shall have been revoked in a further writing executed by the School; and it is further RESOLVED, that the Secretary of the School is hereby authorized and directed to insert the resolutions set forth herein into the minutes of the meetings of the Board of Trustees. By Roll Call Vote: Gretchen Alston YES Fred Phelps ABSENT Marie McCarthy YES Alma Diggs YES Tina Peterson YES Christine Godfrey ABSENT J. Community Comment Community Comment Colloquy (General Counsel) Good Evening, my name is Daniel H. Saidel, with Sand & Saidel, PC, and General Counsel to the Keystone Academy Charter School Board of Trustees. Will you please state your name for our records? You will have three minutes to address the Board of Trustees. Any documents or communications that you might supplement your comment with should be submitted to me. I will keep the time and notify the board when three minutes have elapsed. PAGE 10 OF 11
This Board may choose not to comment, question or respond in any way to your public comment. I will begin the time now. Who NONE What NONE K. DISCUSSION AND ANNOUNCEMENTS THE NEXT REGULARLY SCHEDULED KEYSTONE ACEMY BOARD OF TRUSTEES MEETING IS SCHEDULED TO BE HELD ON OCTOBER 16, 2014. JOURNMENT PAGE 11 OF 11