INVEST Collegiate Consortium, Inc. d/b/a INVEST COLLEGIATE Transform and d/b/a INVEST COLLEGIATE Imagine Board of Directors OPEN MEETING MINUTES Meeting Date: November 13, 2014 6:30pm Location: INVEST COLLEGIATE Transform 2045 Suttle Avenue, Charlotte, North Carolina Directors Present: Kate Alice Dunaway, Kari Jolly, Linda Comer, Patricia Robinson Directors Absent: Fred Deaton Advisory Board Members Present: Dr. Antoinette Ellison (for Transform), Jennifer Townley (for Imagine). Others Present: Lisa Valdez, Pete Lash Ø 6:30p.m. Kate Alice Dunaway calls the meeting to order. Welcome to all board members, advisory board members and public guests in attendance. Kate Alice Dunaway reads the Mission Statement and the Conflict of Interest Statement. Ø September and October Meeting Minutes: o Motion by Linda Comer to approve September open meeting minutes. Second by Kari Jolly. No changes for the September meeting minutes Unanimous approval. Motion carried. o Motion by Linda Comer to approve September closed meeting minutes. Second by Kari Jolly. One change on page two, last name should be Yates. Unanimous approval. Motion carried. o Motion by Kari Jolly to approve October open meeting minutes. Second by Linda Comer. Correct date is Saturday, October 10, 8:00am. Unanimous approval. Motion carried. o Motion by Kari Jolly to approve October closed meeting minutes. Second by Linda Comer 1
Correct date is Saturday, October 10, 8:00am. Unanimous approval. Motion carried. Ø Imagine Advisory Board Meeting: o Jennifer Townley presents information about the Imagine Advisory Board Meeting. The Imagine Advisory board discussed current enrollment, projected enrollment, and upcoming challenges facing Imagine. Ø Transform Advisory Board meeting: o Dr. Ellison presents information about the Transform Advisory Board Meeting. The Transform Advisory board discussed enrollment, challenges, and goals/priorities moving forward. o Linda Comer asks, what is the relevance of these advisory meetings? Kate Alice Dunaway responds that we will discuss this at the January board meeting and she will add it to the agenda. Ø Consideration of Request from Robin Kendall Department of Public Instruction Office of Charter Schools o Kari Jolly states that she believes we are complaint with the law because the detailed resolution is posted on the website, which addresses Ms. Kendall s concerns. o Linda Comer express desire to take action to ensure that DPI knows we are complaint. o Kate Alice Dunaway responds that she will send Robin Kendall a letter to explain our compliance. Ø Head of School Report: Imagine o Jennifer Townley presents the head of school report for Imagine. The current focus is on academics and building a strong professional learning community. Teachers are performing self- assessments in preparation for observations. The students recently took a field trip to the symphony. The increase in staff has been extremely helpful. Current enrolment is 348 students, and the plan for next year is to maintain all grade levels and add 2 more kindergarten classes. Student ambassadors will be assisting in upcoming information sessions about enrollment. Ø Head of School Report: Transform: o Dr. Ellison presents the head of school report for Transform. She is preparing for formal observations. Transform underwent an audit at the end of October. The speech pathologist is working well. Current enrollment is 583 students. Future projections are for 100 kindergarteners, 100 1 st graders, 80 2 nd graders, 80 3 rd graders, 80 4 th graders, 80 5 th graders, 80 6 th graders, 80 7 th graders, and 80 8 th graders, for a total of 760 students. Enrollment in 6 th, 7 th & 8 th grade will be the biggest challenge. We are waiting to see our response from informational meetings before spending money on marketing or advertising. o Patricia Robinson asks, what is the idea class size? Dr. Ellison says 20 students. o Linda Comer states that she would like to see a chart showing reenrollment. Kate Alice 2
responds that we will add that to the January meeting agenda. Ø Membership to the North Carolina Public Charter School Association and North Carolina Public Charter School Alliance o Kate Alice Dunaway explains that these are the two organizations that support, advocate, and provide professional development and resources for charter schools. Kate Alice suggests that Transform join the North Carolina Public Charter School Association because Dr. Ellison is on their advisory board and Imagine join the North Carolina Public Charter School Alliance o Motion by Kari Jolly to move forward in the process for Transform to join the North Carolina Public Charter School Association and for Imagine to join the North Carolina Public Charter School Alliance, as allowed by the budget. Second by Patricia Robinson Kari Jolly expresses concern about the budget and suggests that Transform join the less costly organization, or negotiate cost as necessary. Unanimous approval. Motion carried. Ø Moving into Close Session Early o Kate Alice suggests moving our closed session items earlier up in the meeting agenda because of the visitors we have present. o Motion by Linda Comer to move the closed session prior to the budget report. Second by Patricia Robinson Unanimous Approval. Ø Closed Session o NC General Statute 143-318.11(a): A public body may close a session for the following purpose: to establish, or to instruct the public body s staff or negotiating agents concerning the position to be taken by or on behalf of the public body in negotiating (i) the price and other material terms of a contract or of a proposed contract for the acquisition of real property by purchase, option, exchange, or lease; or (ii) the amount of compensation and other materials terms of an employment contract or a proposed employment contract. o Motion by Kari Jolly enter close session. Second by Patricia Robinson. Unanimous approval. Motion carried. Ø Open session: o Motion by Linda Comer to enter open session. Second by Kari Jolly. Unanimous approval. Motion carried 3
Ø Moving forward with Tim Harrison to secure property for Imagine in Asheville o Motion by Kari Jolly to authorize Kate Alice to proceed with Tim Harrison for the exclusive buyer tenant representation agreement authorizing the firm to act in accordance with a recommendation by Pete Lash. Second by Patricia Robinson. Kari Jolly requests more guidelines about the plan as we move forward. Kate Alice responds that we will be looking throughout Buncombe county for potential properties, but we need someone to guide us about properties within our range. Linda Comer expresses a desire to long- term strategic plan instead of discussing items piecemeal. Kate Alice agrees, and suggests a time for a meeting in January to work through a long- term plan. In the meantime, it is important to move forward since we are already at full capacity at the Imagine campus and need to find a new location soon. Kari Jolly expresses concern about looking for property when we haven t budgeted how much we are going to spend. She fears wasting time looking for property that is not in our price range or appropriate for us. Kate Alice explains that we are already in a partnership with Beacon Partners. We may rely on them as we move forward with Transform. Additionally, there are fewer options in Buncombe county and Hendersonville, and we have the opportunity to exceed the enrollment of Transform. We re not currently in a place to say how much we have to spend, other than to model our situation here on Transform. When we meet in January, we can explore the options he will share with us. Kari Jolly approves of the January meeting. She expresses a desire to have all board members fully informed and engaged in the process. Unanimous approval motion carried. Ø Corporate Structure o Kari Jolly explains that Lisa has made changes to our corporate structure plan based on our last meeting. The proposed structure is now a manager- managed LLC instead of a member- managed LLC. Based on a conversation with Dr. Miller, we made some additional changes to the plan. Each school would have its own charter, however each school would also owe allegiance to the LLC based on an operating agreement. Each school would also have a licensing agreement through the LLC, which will own the mission and model. o Lisa Valdez explains that the LLC board will consist of 3 at large members and 5 members from each school. The heads of schools act as a liaison between the school and the LLC. The separate charters will help create walls between schools to prevent liability. o Kate Alice Dunaway raises several questions: 4
When we have the 501c3, why don t we just have that square (an image on the proposed flow chart) brought back in as employees of LLC rather than contracted employees? Heads of School shall serve as advisors to individual school managers? She feels strongly that the Heads of School should be managers themselves. Lisa Valdez says that this is an element that we can flesh out as we move forward, like in the operating agreement. o Kari Jolly explains that when it comes to real property, the LLC owns all of it, even though the individual schools own their charter. The LLC would lease the property to the nonprofit individual schools. o Kate Alice Dunaway says that based on the recent review by Dr. Miller, if the LLC owns those properties, this raises a question of they how are paid for. Especially if the local funding is only for certain expenses and then we use state funding to allocate for that, too. We need a clear diagram to determine funding. o Motion by Kari Jolly to proceed with corporate reorganization structure as recommended by Lisa Valdez and Pope McMillian with the understanding that we will be fleshing it out as we move forward. Second by Patricia Robinson. Lisa Valdez explains that we will need a blessing from DPI, so approaching them is the next step before we move forward. Kate Alice expresses desire to have more clarity around the heads of school and their role as members. We need to be as clear as possible when we approach DPI. Dr. Ellison agrees. Lisa Valdez states that we may need to go ahead and draft the operating agreement before going to DPI. Linda Comer agrees. We need a conceptual framework with more information about where the money is flowing, who is getting it, and who is responsible Dr. Ellison states that she is under the impression that this format is somewhat new. It s possible that Dr. Miller did not even understand all the nuances of what we were discussing. Will there be a learning curve at DPI? Lisa states that when we explain our structure to DPI, we will focus on the LLC and that model. I think they will understand it, but it may take some discussion. Kate Alice reasons that this is still the core format that we outlined in the charter with the 6 schools and the central entity. Our motive is just to protect that model. Unanimous approval Ø Transform 2014-2015 YTD Budget Updates & Funding Report o Dr. Ellison explains that Transform has a significant budget shortfall because of reduced ADM. She met with Kate Alice and Kari Jolly to make budget cuts and they were able to make shortfalls less significant. The bottom line is that we need to move forward with a 5
plan for how to account for shortfall. The plan is to seek outside funding, which we can discuss at the January meeting. o Kate Alice agrees. She prefers to talk about this at the January meeting because we will have additional time to review the budget. o Motion by Kari Jolly that the directors adopt the amended 2014-2105 budget for Transform. Second by Linda Comer. Kari Jolly explains that we will address the shortfall in January and look at other funding opportunities and line items as we move forward. Unanimous approval. Motion carried. Ø Funding the Gap Agreement o Motion by Kari Jolly to have directors ratify the Charter Asset Management factoring agreement for Transform made on October 20, 2014 for a loan in the sum of $250,000. Second by Linda Comer. Unanimous approval. Motion carried. Ø Imagine Budget Update and Funding Report o Jennifer Townley explains the Imagine budget. Currently we still have a projected surplus. The EC population and salaries are not correctly reported in the budget, which she will have updated. o Kate Alice Dunaway suggests that Jennifer Townley send an email out to all the board with an update and we will discuss the Imagine budget at our meeting in January. o Jennifer Townley requests permission to move $10,000 to personnel for an EC assistant. o Motion by Kari Jolly to authorize Jen Townley to move $10,00 from social services line item to payroll personnel lime item. Second by Patricia Robinson Kate Alice Dunaway opines that the Head of School should have the autonomy to move the money without an official motion. Unanimous approval. Motion carried. Ø Consideration of Board of Directors Evaluation and Review Committee o Kate Alice Dunaway requests that Patricia Robinson accept responsibility to lead the board of directors evaluation and review committee and that Linda Comer accept responsibility to lead the head of school evaluation and review committee. We will discuss these positions in more detail at the January meeting. Ø Review of Board Member Duties and Responsibilities o Kate Alice Dunaway states that she desires for the board to move to a more strategic role rather than operational. She asks that every board member review their responsibilities over winter break to transition to mindset that allows Heads of School 6
more authority in navigating operations at the school level including their role with DPI and various contractors. Ø 2015-2106 Invest Collegiate Calendar o Kate Alice Dunaway describes the 2015-2016 school calendar, which closely aligns with the calendar for this year. In order to be made public, it needs board approval. o Jennifer Townley states that we may need to anticipate more weather related challenges for the Imagine campus. o Kate Alice states that Heads of School should mark possible inclement weather days so that families can anticipate make- up dates. o Motion by Patricia Robinson to authorize the 2015-2015 Invest Collegiate calendar, noting that Heads of School will denote 5 inclement weather days. Second by Linda Comer. Linda Comer asks if there has been any pushback from parents about half days. Dr. Ellison says no. Most half days have involved school event in which families have participated. Unanimous approval. Motion carried. Ø Employee Payroll Disbursement Policy o Kate Alice Dunaway describes the current payroll system in which employees are paid on the last business day of the month. Currently, Imagine and Transform do not have direct deposit, and several of the payroll dates fall within school breaks. This has created a logistical difficulty for the Heads of School in navigating the disbursement of payroll because school is closed and employees are travelling. Kate Alice suggests that if funds are available, payroll could be dispersed on the last business day of the month or on the last business day prior to any break. In December, that would mean that payroll would be distributed the second Friday in December in time for the winter holiday. o Motion by Kate Alice that IC transform and Imagine disperse payroll on the last business day of each month unless on a Saturday or Sunday with the exception of September, which will be the last business day before fall break, November, which will be the last business day before Winter break, and December, which will best the second Friday in that month. Second by Linda Comer. Kari states that it is important to be consistent when doing payroll. She is concerned that this option creates too many opportunities for inconsistencies in terms of doing payroll. She is also concerned that it might be too much of a burden to go 6 weeks without a paycheck between mid December and the end of January. Once direct deposit is in place, this will be better, and it should be in place by November or December. Kate Alice expresses agreement with Kari on the importance of consistency, but doesn t think it needs to be the last day of the month. Staff would receive a calendar with payroll dates for each month. Feels strongly that this is a way for us to support our collegiate leaders. 7
Dr. Ellison and Jennifer Townley state that it is easier to go on break knowing that collegiate leaders are taken care of. Also, most school systems give payroll early in December, including CMS and Buncombe County. We don t have a mechanism for bonuses, merit pay or longevity pay, and this is a simple way to show our support. Kari maintains keeping the payroll date to the last business day of the month. Kate Alice Dunaway requests that it be the last Friday of the month. In favor: Kate Alice Dunaway, Patricia Robinson, Linda Comer Opposed: Kari Jolly Motion Carried. Ø April Board meeting date o Kate Alice: our April meeting date is scheduled during spring break. We suggest April 16 th as a new date. o Motion by Kate Alice that we move the April 9 th 2015 board meeting to April 16. Second by Linda. o No Discussion. Unanimous approval. Motion carried. Ø Transform and Imagine Amendments of the Budget Policy o Motion by Kate Alice Dunaway to change the budget policy such that the Head of School may move up to $5,000 from one line item to another line item when the move will not affect the surplus or deficit or the balance for the total budget. Any changes will be noted on an end of month budget report, which will be provided to the board. Second by Patricia Robinson. o Discussion Kate Alice Dunaway explains that this is not currently addressed in our fiscal policy. She wants heads of school to have the flexibility to move money around in the budget as long as it does not affect the surplus or balance. Kari Jolly asks if there a limit to the number of times they can move the money. Kate Alice Dunaway says no, but they will have to create a simple bulleted document to note changes made to the budget, which will be submitted with the budget report. Lind Comer asks why we selected $5,000.00 as the amount. Kate Alice responds that she didn t think $3,000.00 would be enough. Linda agrees that the heads of school should have this flexibility. They know the budget better than anyone else, and we should just ensure that we hold them accountable. Unanimous approval. Motion carried Ø In accordance with conversation with Tom Williams- Acadia North Star: 8
o Motion by Kari Jolly to amend the fiscal policy to add language providing for a sixty day time limit for reimbursement requests to be submitted for payment. Second by Linda Comer. Unanimous approval. Motion carried o Motion by Kari Jolly to amend adequate capitalization clause to include statement that would allow for enough time to build capital during the first five years of each school. Second by Patricia Robinson Unanimous approval. Motion carried o Motion by Kari Jolly to amend the fiscal policy to provide for the terms under which the SCOPES afterschool program will operate. Second by Linda. Unanimous approval. Motion carried Ø Potential Loan from Funding the Gap: o Kate Alice explains that Funding the Gap has approached her with an opportunity to help us purchase the Transform campus. This funding may allow us to create the athletic facility and community center for Transform. This may be less costly than our lease payment over time and may also allow us to allocate money from the Transform campus to the Imagine campus. o Motion by Linda Comer to authorize Kate Alice Dunaway to proceed with discussion with Funding the Gap for the purchase of the Transform Campus. Second by Patricia Robinson. Kari asks, what is the basis for the number for new construction? Kate Alice says that her estimation is somewhere near $5-5.5 million for both buildings and all the construction. Funding the Gap is ready to move forward with this for July 2015. Unanimous approval. Motion carried. Ø Date for January meeting o Saturday, January 24 th at 9:00am. Ø Adjournment o Motion by Kari Jolly to adjourn. o Second by Patricia Robinson o Meeting adjourned at 8:45pm Respectfully Submitted by Patricia Ryan Robinson, board secretary 9