El Camino Real Charter High School
Minutes
Board Meeting
Date and Time
Thursday April 25, 2019 at 4:30 PM
Location
El Camino Real Charter High School, Library, 5440 Valley Circle Boulevard, Woodland Hills, CA 91367
BOARD MEETING
For board meeting materials, please go to the school's main office, or call (818) 595-7500. Some board meeting materials are also posted in the school's website (https://ecrchs.net - click the ECR Board tab).
INSTRUCTIONS FOR PRESENTATIONS TO THE BOARD BY PARENTS AND CITIZENS
El Camino Real Alliance (“ECRA”) welcomes your participation at ECRA’s Board meetings. The purpose of a public meeting of the Board of Directors (“Board”) is to conduct the affairs of ECRA in public. Your participation assures us of continuing community interest in our charter school. To assist you in the ease of speaking/ participating in our meetings, the following guidelines are provided:
1. Agendas are available to all audience members at the door to the meeting.
2. “Request to Speak” forms are available to all audience members who wish to speak on any agenda items or under the general category of “Public Comments.” “Public Comments” is set aside for members of the audience to raise issues that are not specifically on the agenda. However, due to public meeting laws, the Board can only listen to your issue, not respond or take action. These presentations are limited to three (3) minutes and total time allotted to non-agenda items will not exceed thirty (30) minutes. A member of the public who requires the use of a translator, in order to receive the same opportunity as others to directly address the Board, shall have twice the allotted time to speak. The Board may give direction to staff to respond to your concern or you may be offered the option of returning with a citizen-requested item.
3. You may also complete a “Request to Speak” form to address the Board on Agenda items. With regard to such agenda items, you may specify that agenda item on your “Request to Speak” form and you will be given an opportunity to speak for up to three (3) minutes before the item, and total time allocated to agenda items will not exceed six (6) minutes for a discussion item and nine (9) minutes per vote item. A member of the public who requires the use of a translator, in order to receive the same opportunity as others to directly address the Board, shall have twice the allotted time to speak, and the total allocated time shall be appropriately increased as well.
4. When addressing the Board, speakers are requested to state their name and adhere to the time limits set forth. In order to maintain allotted time limits, the Board Chair may modify speaker time allocations or the total amount of allotted time for an item.
5. Any public records relating to an agenda item for an open session of the Board which are distributed to all, or a majority of all, of the Board members shall be available for public inspection at 5440 Valley Circle Blvd., Woodland Hills, California, 91367.
Consent Agenda: All matters listed under the consent agenda are considered by the Board to be routine and will be approved/enacted by the Board in one motion in the form listed below. Unless specifically requested by a Board member for further discussion or removed from the agenda, there will be no discussion of these items prior to the Board votes on them. The Executive Director recommends approval of all consent agenda items.
In compliance with the Americans with Disabilities Act (ADA) and upon request, El Camino Real Alliance may furnish reasonable auxiliary aids and services to qualified individuals with disabilities. Requests for disability related modifications or accommodations shall be made 24 hours prior to the meeting to Daniel Chang, in person, by email at d.chang@ecrchs.net, or by calling (818) 595-7537.
For board meeting materials, please go to the school's main office, or call (818) 595-7500. Some board meeting materials are also posted in the school's website (https://ecrchs.net - click the ECR Board tab).
INSTRUCTIONS FOR PRESENTATIONS TO THE BOARD BY PARENTS AND CITIZENS
El Camino Real Alliance (“ECRA”) welcomes your participation at ECRA’s Board meetings. The purpose of a public meeting of the Board of Directors (“Board”) is to conduct the affairs of ECRA in public. Your participation assures us of continuing community interest in our charter school. To assist you in the ease of speaking/ participating in our meetings, the following guidelines are provided:
1. Agendas are available to all audience members at the door to the meeting.
2. “Request to Speak” forms are available to all audience members who wish to speak on any agenda items or under the general category of “Public Comments.” “Public Comments” is set aside for members of the audience to raise issues that are not specifically on the agenda. However, due to public meeting laws, the Board can only listen to your issue, not respond or take action. These presentations are limited to three (3) minutes and total time allotted to non-agenda items will not exceed thirty (30) minutes. A member of the public who requires the use of a translator, in order to receive the same opportunity as others to directly address the Board, shall have twice the allotted time to speak. The Board may give direction to staff to respond to your concern or you may be offered the option of returning with a citizen-requested item.
3. You may also complete a “Request to Speak” form to address the Board on Agenda items. With regard to such agenda items, you may specify that agenda item on your “Request to Speak” form and you will be given an opportunity to speak for up to three (3) minutes before the item, and total time allocated to agenda items will not exceed six (6) minutes for a discussion item and nine (9) minutes per vote item. A member of the public who requires the use of a translator, in order to receive the same opportunity as others to directly address the Board, shall have twice the allotted time to speak, and the total allocated time shall be appropriately increased as well.
4. When addressing the Board, speakers are requested to state their name and adhere to the time limits set forth. In order to maintain allotted time limits, the Board Chair may modify speaker time allocations or the total amount of allotted time for an item.
5. Any public records relating to an agenda item for an open session of the Board which are distributed to all, or a majority of all, of the Board members shall be available for public inspection at 5440 Valley Circle Blvd., Woodland Hills, California, 91367.
Consent Agenda: All matters listed under the consent agenda are considered by the Board to be routine and will be approved/enacted by the Board in one motion in the form listed below. Unless specifically requested by a Board member for further discussion or removed from the agenda, there will be no discussion of these items prior to the Board votes on them. The Executive Director recommends approval of all consent agenda items.
In compliance with the Americans with Disabilities Act (ADA) and upon request, El Camino Real Alliance may furnish reasonable auxiliary aids and services to qualified individuals with disabilities. Requests for disability related modifications or accommodations shall be made 24 hours prior to the meeting to Daniel Chang, in person, by email at d.chang@ecrchs.net, or by calling (818) 595-7537.
Directors Present
Beatriz Chen, Brian Archibald, Darin Ryburn, Gregory Basile, Kenneth Lee, Lisa Crosthwait, Scott Silverstein, Steven Kofahl
Directors Absent
None
Directors who left before the meeting adjourned
Beatriz Chen, Darin Ryburn
Guests Present
Alan Darby, Daniel Chang, David Hussey
I. Opening Items
A.
Call the Meeting to Order
Scott Silverstein called a meeting of the board of directors of El Camino Real Charter High School to order on Thursday Apr 25, 2019 at 4:37 PM.
B.
Record Attendance and Guests
C.
Pledge of Allegiance
D.
Public Comments
There were no public comments.
E.
Board Candidate Statements
Brian Archibald spoke. Mr. Archibald is the incumbent in the Community Representative position, and is running for the Community Representative position.
Andree Miller spoke. Ms. Miller is in the educational data field. Ms. Miller is running for the Community Representative position.
Darin Ryburn spoke. Mr. Ryburn is the incumbent in the Community Representative position, and is running for the Community Representative position.
Scott Silverstein spoke. Mr. Silverstein is the incumbent in the Certificated Representative position, and is running for the Certificated Representative position.
Andree Miller spoke. Ms. Miller is in the educational data field. Ms. Miller is running for the Community Representative position.
Darin Ryburn spoke. Mr. Ryburn is the incumbent in the Community Representative position, and is running for the Community Representative position.
Scott Silverstein spoke. Mr. Silverstein is the incumbent in the Certificated Representative position, and is running for the Certificated Representative position.
F.
Executive Director Update
The Charter School Division visited on April 10th. They focused on instruction (student-centered learning, academic rigor, co-teaching, recognized plans for English Language development support for EL students. They were impressed with technology, in particular the genius lounge. As to school-wide assessment, they were pleased with MAP testing. As to compliance, there were no fatal flaws. Areas of improvement: updated rosters in all emergency packs; continued support of professional development on student-centered learning in the classroom. They were supposed to be here on April 10th and 11th, but they postponed the second day until May 3rd. On that day, they will focus on fiscal operations, special education, review of binders, ask clarifying questions, and have a debriefing session. It usually takes 4 to 6 weeks to get a report back from CSD.
Four days of school-wide testing took place the week before Spring Break. Currently, 96.4% of seniors were tested; in SBAC, 95% of students were tested in English and 95% in Math. We have until the end of May to get the rest of the students tested.
AP testing starts May 6th and ends May 17th; we will give more than 1,700 AP tests.
Tomorrow, we are having the Fashion Show, one of the biggest events at school.
We are finishing up programming for incoming 9th graders.
On May 4th there will be a Cinco De Mayo event from 10 am to 2 pm, on campus.
Mr. Ryburn asked if we are still having difficulty obtaining numbers from our feeder schools; Mr. Hussey indicated that we have been getting more information and have a better idea as to the projected student population for the next school year.
On May 7th, we will find out if LAUSD approves out material revision for the North Campus. Mr. Hussey noted that, because we have not reached our 3,800 attendance capacity, the Material Revision will keep us capped at the original 3,800 number until we reach that number, and then we can reach out to increase our attendance at that time.
Four days of school-wide testing took place the week before Spring Break. Currently, 96.4% of seniors were tested; in SBAC, 95% of students were tested in English and 95% in Math. We have until the end of May to get the rest of the students tested.
AP testing starts May 6th and ends May 17th; we will give more than 1,700 AP tests.
Tomorrow, we are having the Fashion Show, one of the biggest events at school.
We are finishing up programming for incoming 9th graders.
On May 4th there will be a Cinco De Mayo event from 10 am to 2 pm, on campus.
Mr. Ryburn asked if we are still having difficulty obtaining numbers from our feeder schools; Mr. Hussey indicated that we have been getting more information and have a better idea as to the projected student population for the next school year.
On May 7th, we will find out if LAUSD approves out material revision for the North Campus. Mr. Hussey noted that, because we have not reached our 3,800 attendance capacity, the Material Revision will keep us capped at the original 3,800 number until we reach that number, and then we can reach out to increase our attendance at that time.
G.
Chief Business Officer Update
CSD will have their second day visit next Friday, May 3rd.
LAUSD's vote on the North Campus will be on May 7th.
Mr. Darby thanked the Finance Committee, the first meeting was held yesterday and it was an encouraging start and great communication.
FCMAT is finishing up their first draft from their most recent visit, we hope to have their finalized report by next month. The FCMAT report will provide recommendations. Mr. Ryburn requests that the FCMAT report be provided at least a couple days before the May Board meeting.
LAUSD's vote on the North Campus will be on May 7th.
Mr. Darby thanked the Finance Committee, the first meeting was held yesterday and it was an encouraging start and great communication.
FCMAT is finishing up their first draft from their most recent visit, we hope to have their finalized report by next month. The FCMAT report will provide recommendations. Mr. Ryburn requests that the FCMAT report be provided at least a couple days before the May Board meeting.
H.
Board Committee Reports
Mr. Archibald spoke for the Finance Committee, which had its first meeting yesterday. The Finance Committee went through the budget, the cash flow, the check registers, and the March financial update. They also discussed ADA and the shortfall this year compared to the budget and forecasts. The Finance Committee will also look at the investment portfolio, both the regular investment account and the lifetime benefits trust. Ms. Crosthwait noted that, as to the American Express charges, many of the charges are for Amazon, and asked how the school ensures that items ordered through Amazon are for school use. Mr. Archibald reviewed the procedures that have to be followed for such purchases, and a sampling is done as well by the auditor as part of their annual audit.
Mr. Lee spoke regarding the Executive Director Evaluation Committee, noting that the Committee is in the process of evaluating the needs of the school, and have met with Mr. Hussey to discuss possible changes in the near future to ensure that goals are set and met.
Ms. Chen spoke regarding the Travel Committee, which met on March 29th and approved three trips: the Robotics Club to go to Louisville, Kentucky for the VX Robotics Championship; the Step Team to Las Vegas, Nevada for the West Coast National Step Show; and the Speech and Debate Team trip to Lexington, Kentucky for a national competition. All the trips were approved.
Mr. Silverstein asked about the Academic Decathlon team, which came in second in the regional competition; Mr. Hussey noted that the team qualified for the online national championship which will take place tomorrow.
Mr. Ryburn spoke regarding the Safety Committee, noted that he has discussed the Eagle Weapons System with Mr. Darby, and the Committee is working with the school to find options for funding this program.
Mr. Lee spoke regarding the Executive Director Evaluation Committee, noting that the Committee is in the process of evaluating the needs of the school, and have met with Mr. Hussey to discuss possible changes in the near future to ensure that goals are set and met.
Ms. Chen spoke regarding the Travel Committee, which met on March 29th and approved three trips: the Robotics Club to go to Louisville, Kentucky for the VX Robotics Championship; the Step Team to Las Vegas, Nevada for the West Coast National Step Show; and the Speech and Debate Team trip to Lexington, Kentucky for a national competition. All the trips were approved.
Mr. Silverstein asked about the Academic Decathlon team, which came in second in the regional competition; Mr. Hussey noted that the team qualified for the online national championship which will take place tomorrow.
Mr. Ryburn spoke regarding the Safety Committee, noted that he has discussed the Eagle Weapons System with Mr. Darby, and the Committee is working with the school to find options for funding this program.
II. Consent
A.
Approve Minutes of February 28, 2019 Board Meeting
Mr. Ryburn noted that, at the last Board meeting, there was a comment made by Mr. Silverstein about the Board standing behind and in support of Mr. Hussey, it should be noted that, while Mr. Silverstein is welcome to speak for himself, he should not represent that he is speaking for the entire Board without polling the Board.
Ms. Chen also noted that the date for opening the position was incorrect, it should have said March 29th, not April 26th, and it should say Community Representative not Communication Representative. Those changes were noted. Also, for the Certificated Representative position, Ms. Chen believed the voting by teachers was to take place on May 16th and 17th, not May 15th and 16th.
Ms. Chen also noted that the date for opening the position was incorrect, it should have said March 29th, not April 26th, and it should say Community Representative not Communication Representative. Those changes were noted. Also, for the Certificated Representative position, Ms. Chen believed the voting by teachers was to take place on May 16th and 17th, not May 15th and 16th.
Darin Ryburn made a motion to approve minutes from the Board Meeting on 03-28-19, with the changes as noted. Board Meeting on 03-28-19.
Steven Kofahl seconded the motion.
The board VOTED unanimously to approve the motion.
III. Financial
A.
Review and Vote on March 2019 Check Registers
Brian Archibald made a motion to approve the March 2019 check registers.
Gregory Basile seconded the motion.
The board VOTED unanimously to approve the motion.
B.
March 2019 Financial Update
Mr. Darby spoke on the financial update. The one area of concern is the reduction in the Average Daily Attendance (ADA), which determines the amount of funding we receive. Our P2 ADA, which is the basis for our funding, is down to 3,284. We will need to deal with the declining enrollment, so that we can plan out 3, 5 and 10 years instead of year to year.
There were a number of one-time expenses associated with technology and the North Campus. There were also a number of new subscriptions, such as Netsuite. There was also an expense of approximately $40,000 which was misclassified, it had to be re-coded to the proper classification.
Mr. Archibald questioned Mr. Hussey as to what the plan was to improve the ADA.
Mr. Silverstein requested that Mr. Hussey look at the ADA, and come up with a specific plan to address the declining ADA.
Mr. Ryburn asked Mr. Darby as to why, when the budget will be stretched due to declining ADA, a new classified management table would be presented to increase certain salaries. Mr. Archibald noted that, during the Finance Committee meeting, it was suggested that the table be modified to not provide such significant salary increases.
Mr. Ryburn also asked as to purchase orders, and whether each Assistant Principal approves their own purchase orders for their departments; Mr. Hussey stated no, and the admin is meeting tomorrow to look at revamping the purchase approval process.
Mr. Silverstein asked about the forecasted end of year cash balance versus last year, noting that we are down $1.761M compared to June 2018. Mr. Darby noted that this is due to a number of large one-time expenses, such as the 1:1 laptops and the North Campus. Also, the increases in salaries, STRS and PERS, and contributions to lifetime benefits all affected this as well.
A member of the public spoke regarding the lack of phone calls going out when a student is absent; his son was absent today, and it used to be that when a student was absent, calls would go out. Mr. Hussey will look into this issue.
There were a number of one-time expenses associated with technology and the North Campus. There were also a number of new subscriptions, such as Netsuite. There was also an expense of approximately $40,000 which was misclassified, it had to be re-coded to the proper classification.
Mr. Archibald questioned Mr. Hussey as to what the plan was to improve the ADA.
Mr. Silverstein requested that Mr. Hussey look at the ADA, and come up with a specific plan to address the declining ADA.
Mr. Ryburn asked Mr. Darby as to why, when the budget will be stretched due to declining ADA, a new classified management table would be presented to increase certain salaries. Mr. Archibald noted that, during the Finance Committee meeting, it was suggested that the table be modified to not provide such significant salary increases.
Mr. Ryburn also asked as to purchase orders, and whether each Assistant Principal approves their own purchase orders for their departments; Mr. Hussey stated no, and the admin is meeting tomorrow to look at revamping the purchase approval process.
Mr. Silverstein asked about the forecasted end of year cash balance versus last year, noting that we are down $1.761M compared to June 2018. Mr. Darby noted that this is due to a number of large one-time expenses, such as the 1:1 laptops and the North Campus. Also, the increases in salaries, STRS and PERS, and contributions to lifetime benefits all affected this as well.
A member of the public spoke regarding the lack of phone calls going out when a student is absent; his son was absent today, and it used to be that when a student was absent, calls would go out. Mr. Hussey will look into this issue.
IV. School Business
A.
Tech Update and IT Audit Update
Ms. Chen spoke regarding the IT Audit. The vendor wanted a Purchase Order, a PO was provided. The vendor was to reach out to our tech department by April 9th, but April 9th had come and gone and there was no communication to the tech department. Ms. Chen will follow up. There was a Tech Committee meeting earlier today, and Mr. Hussey will discuss the tech items that will be voted on as part of the agenda. Mr. Silverstein asked that, if the vendor does not respond, we should possibly look to a new vendor. Ms. Chen stated that if the vendor does not respond within the next 7 days, she will explore finding a new vendor.
B.
Discuss and Possible Vote on Changing Director of Tech Position from Certificated to Classified
Mr. Hussey noted that changing the position from certificated to classified would allow for a greater pool of candidates. The position wold not be a change in salary, although the position currently held now works a 249-day calendar, while the new position would be 260 days.
Ms. Chen noted that this change was discussed during the Tech Committee meeting, and the Tech Committee recommends making the change.
Ms. Chen noted that this change was discussed during the Tech Committee meeting, and the Tech Committee recommends making the change.
Lisa Crosthwait made a motion to change the Director of Student and Teacher Technology from a certificated position to a classified position.
Darin Ryburn seconded the motion.
The board VOTED unanimously to approve the motion.
C.
Discuss and Possible Approval of 1:1 Initiative Lease for Incoming Freshmen
The contract last year did not include laptops for seniors. This addendum to the lease contract would be to add 900 laptops for the upcoming freshmen, for a 4 year lease. The lease would be $109,047.55 per year; compare this to the existing lease and the amount for this lease per year is less than for the other years.
Mr. Ryburn asked as to the laptops the current seniors are using; Mr. Hussey noted that some of the laptops will be refurbished for use at the North Campus, and also as loaners for staff and students. Mr. Ryburn also asked what the reaction has been to the laptops; Ms. DeRubertis, teacher, noted that she has issue with the Microsoft software, but the laptops themselves have been great. Ms. DeRubertis and Mr. Pedersen, teacher, noted that they have been very happy with the Promothean Smart Panels and use them every day in their instruction.
Mr. Archibald noted that there are 2 proposals, one for 64GB and the other for 128GB. The Tech Committee recommends the 128GB, since all other grades received the 128GB version, and the students will be using them for 4 years.
Mr. Silverstein recommended that the Tech Committee look into the issue with the software. This includes talking about procedures prior to the next school year.
Mr. Archibald asked, given this is a 4-year lease, if there is a provision that would allow the lease to be terminated in the event of non-renewal of the charter. The agreement did not include such a provision.
Mr. Ryburn asked as to the laptops the current seniors are using; Mr. Hussey noted that some of the laptops will be refurbished for use at the North Campus, and also as loaners for staff and students. Mr. Ryburn also asked what the reaction has been to the laptops; Ms. DeRubertis, teacher, noted that she has issue with the Microsoft software, but the laptops themselves have been great. Ms. DeRubertis and Mr. Pedersen, teacher, noted that they have been very happy with the Promothean Smart Panels and use them every day in their instruction.
Mr. Archibald noted that there are 2 proposals, one for 64GB and the other for 128GB. The Tech Committee recommends the 128GB, since all other grades received the 128GB version, and the students will be using them for 4 years.
Mr. Silverstein recommended that the Tech Committee look into the issue with the software. This includes talking about procedures prior to the next school year.
Mr. Archibald asked, given this is a 4-year lease, if there is a provision that would allow the lease to be terminated in the event of non-renewal of the charter. The agreement did not include such a provision.
Darin Ryburn made a motion to approve the 1:1 initiatve for the 128GB laptops for the incoming freshmen of the 2019-2020 school year.
Lisa Crosthwait seconded the motion.
The board VOTED to approve the motion.
| Roll Call | |
|---|---|
| Scott Silverstein |
Aye
|
| Kenneth Lee |
Aye
|
| Darin Ryburn |
Aye
|
| Steven Kofahl |
Aye
|
| Lisa Crosthwait |
Aye
|
| Brian Archibald |
Abstain
|
| Beatriz Chen |
Aye
|
| Gregory Basile |
Aye
|
D.
Discuss and Possible Approval of Purchase of Promethean Smart Panels
This is for the 2nd wave of 50 Promothean Smart Panels. Twenty-five teachers have signed up for the panels so far, and another email will be sent asking who would like to have a Smart Panel in their classroom. A survey was sent to the 50 who currently have the panels; 33 responses were received. Of the responses received, 29 said they are able to use the panels all the time, 4 say they use it whenever possible, and 1 said they seldom use it. As to whether they received enough training, 23 said yes, 9 said they would like more training, and 2 said no. And as to the overall experience with the panels, 31 were very pleased with the technology, 2 said with more training they could fully integrate the panels into their instruction, and 1 said they had an unfavorable experience.
The plan is to purchase one panel for each classroom; for 2020-2021, there will be another purchase needed, but it will be less than 50 panels.
The plan is to purchase one panel for each classroom; for 2020-2021, there will be another purchase needed, but it will be less than 50 panels.
Beatriz Chen made a motion to approve a maximum of $213,820.25 for the purchase of up to 50 Promothean Smart Panels for the 2019-2020 school year.
Gregory Basile seconded the motion.
The board VOTED unanimously to approve the motion.
E.
Discuss Plans for North Campus
The entire Independent Study Program was vetted through legal counsel. If the material revision gets approved on May 7th, the timeline is identified for the opening of the program at the North Campus. The goal for next year is 200 students; there are 125 students now and 25 students on the wait list. There is no cap to the first year, the only limitation is ensuring we have proper staffing. If we increase the number of students in the program, while growing our enrollment at the Main Campus, we would then go back to CSD for an increase in overall enrollment. We will never deny a student access to the program, unless we were at capacity.
Mr. Silverstein asked if there are any additional costs associated with opening the campus; Ms. Ring said the only issue is staffing; we will have to require 3 additional teachers immediately, and may have to hire more based on the number of additional students.
Mr. Silverstein asked if there are any additional costs associated with opening the campus; Ms. Ring said the only issue is staffing; we will have to require 3 additional teachers immediately, and may have to hire more based on the number of additional students.
V. Governance
A.
Discuss the Mission and Vision of the School
This was discussed at the last Board meeting. Ms. Crosthwait asked as to how much grant money we have received this year, particularly as to grants pursued, not federal or state ones. Have a discussion regarding grants during the next Finance Committee meeting. This may also be part of possibly changing the back office provider to one that will assist in pursuing grants.
B.
Discuss and Possible Vote to Remove Member of ED Evaluation Committee Due to Conflict of Interest
Mr. Silverstein noted that he has worked to make the operations of the Board and the school more transparent. Mr. Silverstein wanted the Board to know of the issue with the Executive Director Evaluation Committee member who is in a relationship with a staff member. Mr. Archibald noted that he agreed with this conceptually, but based on the way the Committee is structured, with a multiple-member Committee, and with the other members not having the same conflict, it would protect the integrity of the process. Ms. Crosthwait also noted that this conflict of interest was addressed back in August, and the finding that there was no conflict of interest, with the proviso that any item dealing with staff compensation there would have to be an abstension. Mr. Silverstein notes that the conversation in August was regarding whether the Board member could continue to be on the Board, not on the specific Committee.
Lisa Corr of Young, Minney & Corr noted that there is no statutory conflict of interest. But when there is no statutory conflict of interest, you would have to look to common law conflict of interest, that are not based necessarily on financial interest, and whether this would impact the Board member's fiduciary duties. The Attorney General has stated that, when there is even the potential for appearance of impropriety, conflict could exist. There are three options: first, move forward with the Committee as structured, given that the Committee has no actual authority, the authority is with the entire Board; second, remove the Board Member from the Committee based on the potential appearance of impropriety; and third, find that there is no need for the Committee at all, since the Board itself has the actual authority.
Mr. Ryburn questioned whether it was necessary to have this issue brought up, since the Executive Director Evaluation Committee was created, to his recollection, in January when the conflict was already known. It was noted that the Committee was formed at the Annual Meeting in August 2018.
Mr. Silverstein made the motion to remove the member of the Executive Director Evaluation Committee from the Committee. There was no second, so the motion did not proceed.
Lisa Corr of Young, Minney & Corr noted that there is no statutory conflict of interest. But when there is no statutory conflict of interest, you would have to look to common law conflict of interest, that are not based necessarily on financial interest, and whether this would impact the Board member's fiduciary duties. The Attorney General has stated that, when there is even the potential for appearance of impropriety, conflict could exist. There are three options: first, move forward with the Committee as structured, given that the Committee has no actual authority, the authority is with the entire Board; second, remove the Board Member from the Committee based on the potential appearance of impropriety; and third, find that there is no need for the Committee at all, since the Board itself has the actual authority.
Mr. Ryburn questioned whether it was necessary to have this issue brought up, since the Executive Director Evaluation Committee was created, to his recollection, in January when the conflict was already known. It was noted that the Committee was formed at the Annual Meeting in August 2018.
Mr. Silverstein made the motion to remove the member of the Executive Director Evaluation Committee from the Committee. There was no second, so the motion did not proceed.
VI. Closed Session
A.
Conference with Labor Negotiators
Closed session took place.
Darin Ryburn left.
Beatriz Chen left.
B.
Conference with Legal Counsel: Anticipated Litigation
Closed session took place.
VII. Reconvene to Open Session
A.
Report on Actions Taken in Closed Session, If Any
There were no actions taken during closed session.
VIII. Closing Items
A.
Adjourn Meeting
Brian Archibald made a motion to adjourn the meeting.
Lisa Crosthwait seconded the motion.
The board VOTED unanimously to approve the motion.
There being no further business to be transacted, and upon motion duly made, seconded and approved, the meeting was adjourned at 7:53 PM.
Respectfully Submitted,
Daniel Chang