Academy of Collaborative Education
Minutes
Governance Committee Meeting
Date and Time
Wednesday September 24, 2025 at 3:30 PM
Pursuant to Louisiana Open Meetings Law - La. R.S. 42:19, notice is hereby given to the members of the Board of Directors of Academy of Collaborative Education and to the general public that the Board will hold a regular, special, or re-scheduled meeting, open to the public as specified below. To ensure compliance with the Open Meeting Law, recipients of this message should not forward it to other Board members, and Board members should not reply to this message.
Committee Members Present
Allison Dickens, Amy Marcus (remote), Holly Allen (remote), Joellen Freeman
Committee Members Absent
None
I. Opening Items
A.
Record Attendance
B.
Call the Meeting to Order
C.
Approval of Committee Meeting Minutes
II. Governance
A.
Report: Executive Director Update
B.
Grace Lease
The committee reviewed a lease agreement for a Grace property. Joellen asked if the commitee, with current verbiage, is able to recommend the lease to the board as written but waiting on the fire marshall's approval. Holly raised concerns about termination provisions in case the school closes. The lease agreement has a clause for bankruptcy, but no provisions are stated for moving or if the school is no longer in operation. Holly suggested Joellen should consult with Latner about the lease's termination clauses, as Amy was unable to provide additional information. Joellen mentioned that the sprinkler system installation would cost around $200,000 and would not be fully recoverable. They also considered using a local real estate attorney for future contracts to reduce costs.
III. Progress Toward SMART Goals:
A.
Governance SMART Goals for SY25-26
Holly presented a draft of SMART Goals for 25-26 SY. She proposed four draft goals for the governance committee, which Joellen and Amy found manageable and substantive. Holly suggested including regular agenda items for board recruitment and policy review, with Allison responsible for preparing the agenda and Holly providing necessary information. The discussion concluded with a brief mention of dashboard goals and board member terms.
IV. Progress Toward Dashboard Goals:
A.
Review of Board Composition
The group discussed progress on SMART goals and agreed that identifying a good candidate every three months should be included in every major committee's goals. They also considered adding Father Don to the board, recognizing his community connections and potential as an advocate for ACE, though they noted the need to verify if there are any conflicts of interest. Holly suggested bringing up the committee goal recommendation at the next board meeting, while Amy advised discussing the potential board membership with Father Don to clarify any conflicts. If having Father Don as a board member is a conflict of interest, the committee agreed to ask him to be a member of a committee or serve on an advisory board.
The committee agreed the governance agenda will always have a board recruitment item. If there is a name for a candidate, the name of the candidate will be listed on the agenda for consideration.
B.
Review and Revision of board job descriptions and bylaws
The board discussed committee responsibilities and governance matters, with Holly proposing to include a new agenda item at the next board meeting to attach committee job descriptions and responsibilities. Amy confirmed she would need to run the meeting as board chair, though a permanent chair needs to be nominated and voted on. The group reviewed the EDSAI sub-governance subcommittee's work, including the evaluation process phases and quarterly check-ins, with Joellen and Amy having completed the first quarterly review.
C.
EDSaE (Subcommittee of Governance)
The group reviewed the EDSaE sub-governance subcommittee's work, including the evaluation process phases and quarterly check-ins, with Joellen and Amy having completed the first quarterly review. The meeting focused on reviewing and discussing the ED Support and Evaluation Committee's first quarterly check-in with the ED, which was completed and will be presented at the next board meeting. Holly clarified her role on the committee and received assurance from Amy that her calendar and tasks would be properly managed and invitations sent. Joellen mentioned that a 12-week core value project would begin, extending the timeline to allow for more thorough discussion and engagement.
V. Action Items
A.
D.O.N.
Joellen is to identify board policy and ACE policies. Allison will upload the policies into the appropriate Board or ACE Binder in BOT. 2 policies, 1 ACE and 1 Board, will be reviewed at each meeting. Committee agreed to present 5 goals to the board.
VI. Other Business
A.
Committee Meeting Scheduling
The group addressed scheduling conflicts, with Holly potentially missing the October board meeting due to travel commitments, and agreed to decide later whether Amy should present the policies at the current board meeting or defer it to the next one.
SPED Strategies Contract Updates
The Governance Committee meeting discussed the approval of previous meeting minutes and updates on the SPED Strategies contract. Joellen presented changes to the contract language regarding termination and indemnification, which Holly reviewed. The changes in language decreased the price of the contract from $89,000 to $50,000 per Joellen. The committee agreed to push for a 30-day payment turnaround instead of 15 days, as Holly requested. Joellen explained the invoice schedule and payment process, clarifying that the 15-day turnaround was feasible due to known invoice dates.
Contract Valuation Terms Discussion
Holly and Joellen discussed contract terms, focusing on how services and payments would be valued in case of termination. They agreed that the contract needed clearer valuation methods for various services, including monthly virtual collaboration meetings and professional learning workshops. Joellen was tasked with requesting these clarifications from the other party and proposed having the venue in Ouachita Parish as a preference, though Holly noted that if the other party did object, they could keep the original venue in Baton Rouge.
Banking Resolution
Joellen and Holly discussed a banking resolution to remove Amy from Progressive Bank and assign new signatories, Anna Grimmett and Latner McDonald, as of October 29, 2025, with Joellen seeking confirmation that this was appropriate. Holly confirmed that this resolution was a good plan of action.