The Board Chair formally calls the meeting to order and confirms that a quorum is present, enabling the Board to conduct official business in accordance with South Carolina FOIA requirements.

Board member attendance is recorded, including members present, absent, and participating remotely (if applicable), for purposes of transparency, accountability, and quorum verification.

Governing Board – Rooted School South Carolina (C.R. Neal Academy)

Dr. Randall “Mack” Jackson – Board Chair

Clarence Davis, Esq. – Vice Chair

DeAnne Gray – Treasurer

Felisa McDavid – Secretary

Board Members at Large

Marcus Neal – Board Member 

Dr. Angela Peters – Board Member

Provost Mary Anne Fitzpatrick – Board Member

Chris Eide Azevedo – Board Member

Thibaut Delloue – Board Member

Andrea Black Evans – Board Member

Rooted School Foundation
Lalay Radney - Executive Director
Steven Carney - Senior Director of Growth and Innovation

Motion to approve minutes from January 8th's meeting

The committee formally acknowledges and celebrates the successful submission of the C.R. Neal Academy charter school application. The Board further acknowledges receipt of written confirmation dated February 2, 2026, from the Voorhees University Charter Institute of Learning, confirming that the application has been received by the South Carolina Department of Education and entered into the formal authorizer review process.

The committee recognizes the coordinated and outcome-critical contributions of Rooted School Foundation (RSF), ScholarLead, School Ops, and Banco, whose collaboration ensured a complete, timely, and high-quality submission aligned to Voorhees Charter Institute of Learning (sponsor) and SCDE requirements.

Authorizer Timeline (as communicated by Voorhees on February 2, 2026): 

Confirmation of Charter Application

1. File transfer from SCDE to Voorhees: Initiated February 2, 2026.
2. Completeness checks: Target completion by end of day Wednesday, February 4, 2026.
3. Cure period (if minor omissions are identified): Five (5) business days following notification.
4. Review calendar distribution: Early week of February 9, 2026, including:
   • Capacity interviews: Anticipated late February to early March 2026
   • Public hearings: Anticipated April 2026 (dates/location to be provided)
   • Recommendation reports: Released prior to the April hearings
5. Final authorizer decision window: State law provides 90 days from submission; Voorhees indicated final decisions no later than Thursday, April 23, 2026.

Action:

Information / Recognition (No Board Action Required)

Documentation:
• Confirmation of Charter Application Receipt and Review Timeline – Voorhees University Charter Institute of Learning (February 2, 2026

Purpose:
Prepare the Governing Board for the sponsor’s capacity interview process by aligning on the application’s core design, confirming board readiness for governance and oversight, and establishing a preparation plan tied to the authorizer timeline.

Materials / Pre-Read:
• Charter Application (Full PDF)
• Voorhees Confirmation Email and Timeline (February 2, 2026) Confirmation of Charter Application
• Capacity Interview Preparation Resources Packet (to be distributed)

Discussion Components (Owner: Steven Carney):

Application Overview
1.1 School model, target population, and outcomes commitments
1.2 Academic design and instructional non-negotiables
1.3 Operations, finance, compliance, and launch readiness assumptions

Capacity Overview
2.1 Organizational capacity (RSF/Operator) to execute and support Year 0–1
2.2 School-level capacity plan (leader roles, staffing plan, key hires, timeline)
2.3 Facilities, enrollment, and critical path risks

Board Readiness
3.1 Governance roles vs. operator roles (what the board must own)
3.2 Evidence the board should be prepared to produce in interview
3.3 Readiness gaps and immediate actions (30-day plan)

Capacity Interview Preparation Resources
4.1 Interview question bank aligned to sponsor priorities
4.2 “One-voice” message map (what we say consistently)
4.3 Artifact checklist (policies, dashboards, budgets, implementation plans)

Timelines and Next Steps
5.1 Completeness check completion target: Mid February, 2026 

5.3 Capacity interview window: late February / early March 2026 

5.4 Preparation cadence: weekly working sessions through interview date

Presented by: ESMA Committee Chair (or Designee)
 

Purpose: Provide the Board a status update on ESMA development, confirm decision points, and identify items requiring Board direction prior to sponsor capacity interviews and conditional approval.

1. Committee Work Completed (Since Last Update)
   1. Scope clarification and document boundary set. The committee reaffirmed that the ESMA governs the management and accountability relationship between Rooted School South Carolina (Board) and RSF (Operator) and should not embed facility deal terms. Facility terms will be governed through a separate agreement(s). 
   2. Provisional posture confirmed. The committee aligned that the ESMA should remain draft/provisional through the authorization process and not be fully ratified until post-approval, given sponsor conditions may require revisions. 
   3. Issues log established for legal cleanup. The committee identified internal inconsistencies in language related to Executive Director reporting and hiring authority that must be reconciled for coherence and sponsor readiness. 
2. Key Discussion Outcomes and Directional Agreements
   1. Facilities are out-of-scope for the ESMA. The committee agreed that references to access to physical spaces, transportation assets, and other church-related facility matters should be removed or minimized from the ESMA and addressed through separate agreements and relationship-based operating routines. 
   2. Executive Director employment and “drift control.” The committee affirmed the rationale for RSF employing the Executive Director as a fidelity safeguard (preventing leadership drift and model drift), while also emphasizing the Board must retain meaningful governance leverage to prevent community harm or performance failure. 
   3. Need for a clear mechanism connecting ED evaluation to action. The committee elevated a governance risk: if the Board evaluates the ED but has no enforceable pathway to trigger corrective action, it creates an avoidable power struggle and reputational exposure. Committee members referenced prior charter precedent using a board rubric and thresholds to trigger operator action. 
3. Items Requiring Legal Revision (Near-Term): The committee requests counsel reconcile ESMA language to eliminate contradictions and clearly state:
   1. Reporting lines: Only the Executive Director reports to RSF (vs. “all school leaders” language). 
   2. ED hiring authority: Clarify whether ED hiring is subject to formal Board approval, Board consultation, or Board veto, and ensure the same standard appears consistently across sections. 
   3. ED removal / exit pathway: Specify a Board-governed evaluation process that creates a defined trigger for operator corrective action (without making the ESMA overly prescriptive pre-authorization).
4. Recommended Board-Level Motions or Decisions (Optional, If Board Wants to Formalize Now):  Accept committee update; authorize committee to continue revisions with RSF's leadership and counsel.

Presented by: Board Chair (or Designee)
 

Purpose: Approve the amended and restated bylaws to (1) reflect the updated legal name Rooted School South Carolina and (2) codify the Initial Governance Transition provisions in Article XV.

Description:
The Board will consider and approve the Amended and Restated Bylaws of Rooted School South Carolina, which (a) updates the organization name from Rooted School Columbia to Rooted School South Carolina, and (b) incorporates Article XV: Initial Governance Transition to formally define the pre-opening governance structure and the mechanism for transition from the Charter Committee to the elected and appointed Governing Board prior to the start of instruction.

Article XV specifically establishes:

1. A Charter Committee as the governing authority prior to opening.
2. Requirements and timeline for election of the initial Governing Board of Trustees prior to commencement of student instruction, consistent with Article IV and applicable law.
3. Nomination pathways for initial board candidates, including Charter Committee nomination, committee nomination, or an open nomination process.
4. The transfer of governing authority upon seating of the initial board and automatic dissolution of the Charter Committee.
5. Mandatory board training and onboarding within 60 days of seating, with documentation maintained in board records as a condition of continued service.

Action:
Board Action Required – Approval of Amended and Restated Bylaws

Proposed Motion:

Move to approve and adopt the Amended and Restated Bylaws of Rooted School South Carolina, including the updated legal name and Article XV (Initial Governance Transition), effective immediately, as reflected in the version adopted by resolution dated February 5, 2026.

Documentation:
• Amended and Restated Bylaws of Rooted School South Carolina (Adopted 02/05/2026)

Purpose: Ensure baseline operational readiness and shared expectations for Board communication, systems access, and meeting cadence.

Description:
The Board will review and confirm the following required housekeeping items to support effective governance, timely communication, and compliance with Board operations:

RootedSchool Email Setup

• All Board members must activate and regularly use their official @rootedschool.org email account for Board business.
• This email will be used for meeting notices, official communications, document circulation, and FOIA-compliant records.

BoardOnTrack Access and Profile Completion

• All Board members must log into BoardOnTrack and complete their full profile, including contact information, committee assignments, and required acknowledgments.
• BoardOnTrack serves as the system of record for agendas, minutes, policies, training documentation, and Board compliance artifacts.

Communication Expectations

• Board members are expected to regularly monitor their RootedSchool email and BoardOnTrack notifications for updates, materials, and action requests between meetings.
• Board members should refer all media requests to Lalah Radney and Randall "Mack" Jackson

Standing Meeting Schedule

• Founding Committee / Rooted School South Carolina Board meetings will be held on the
  First Thursday of each month, from 6:00-7:00PM, unless otherwise noticed in accordance with the bylaws.

Action:

Information / Acknowledgment (No Board Action Required)

Summary:
Formal conclusion of the Board meeting following completion of all agenda items.

Action:
Board Action Required – Vote to Adjourn

Proposed Motion:

Move to adjourn the meeting.