Board meetings are open to the public, and members of the community are welcome to attend. Meetings include an opportunity for public comment in accordance with the Board’s public comment procedures. Public attendance does not automatically provide an opportunity to participate in Board discussion or deliberation outside of the designated public comment period.

As part of C.R. Neal Academy’s ongoing development and accountability, representatives from our authorizer, fellowship partners, Rooted School Foundation, and other invited partners or guests may also attend meetings to observe, provide support, or share relevant updates. The presence of guests does not alter the Board’s responsibility for governance and decision-making.

The Consent Agenda groups routine items for approval in a single motion, without separate discussion, so the Board's time is reserved for the substantive votes and updates later on this agenda. Any Trustee may request that an item be removed from the Consent Agenda before the vote; on that request, the Chair moves the item to its own place on the agenda for individual discussion and a separate vote, and the remaining Consent Agenda items are then voted as presented.


Motion: That the Board approve the Consent Agenda as presented.

Vote: Voice vote; roll call only on request.

A. Application Month: 27 Days to Launch

Applications open October 28, 2026.

Current grade-specific leads:

• Grade 6: 115
• Grade 9: 185
• Total: 300

Discuss current lead growth, grade-level distribution, lead-to-application conversion strategy, and areas requiring additional recruitment focus. 

B. October 30 Founding Family Enrollment Event

First major enrollment event will take place October 30 at Bible Way. Board members are strongly encouraged to attend.

The goal is not simply to generate applications. The event should provide families with two forms of access: immediate access to completing an application and access to enough information to understand what choosing C.R. Neal means for their scholar.

Families should have opportunities to attend information sessions covering the academic model, college-and-career North Star, Healthcare/IT/Advanced Manufacturing pathways, expectations for students and families, transportation realities, and the founding-school experience.

C. Conversion to Commitment

Are enough families finding us? → Are they engaging with us? → Do they understand us? → Are they applying? → Are they choosing us?

The Board will conduct the first reading of the policy and governance package scheduled for consideration of adoption on November 5, 2026. The package includes:
 

1. Conflict of Interest Policy and disclosure forms.
2. Board Code of Ethics and acknowledgment.
3. Criminal Background Checks and Screening Policy.
4. Nondiscrimination and Nonsectarian Operation Policy.
5. Board Committee Charters and Operating Rules.
6. Board Officer Job Descriptions.
 

The package includes revised officer descriptions aligned with the charter application's responsibilities and the documented February bylaws. Any remaining governance questions will be identified during discussion.

Board discussion will focus on whether the proposed duties, procedures, committee responsibilities, and implementation expectations are clear and appropriate for C.R. Neal Academy. Members should identify revisions needed before November consideration, particularly the proposed committee structure, screening responsibilities and costs, and officer responsibilities. Specific unresolved legal questions will be referred for advice as needed.

This is a first reading only. No policy adoption, committee or officer appointment, or bylaw amendment is requested under this item.

## Desired outcome

Identify the revisions and follow-up needed for the November 5 adoption packet. Confirm an owner for each unresolved item and record the Board's direction in the minutes. Each component may advance separately if another requires additional work.

The Board discussed at its September 17, 2026 meeting the importance of retaining independent South Carolina legal counsel to represent Rooted School South Carolina, separate from Rooted School Foundation's legal counsel, and to review the Educational Services and Management Agreement (ESMA) before approval. Two firms were identified for consideration: Turner & Caudell and White & Story. No firm has been retained, and no engagement letter, scope, or fee structure is yet available. This item is a status update, not a retention vote.

The Board will consider the Policy Development and Approval Calendar for October 2026 through August 2027. The calendar sequences draft development, committee and legal review, first reads, and final adoption ahead of authorizer readiness reviews.

Motion: That the Board adopt the RSSC Policy Development and Approval Calendar, current version, with the clarification that the October 1 first-read packet includes the Conflict of Interest Policy, Board Code of Ethics, Criminal Background Check Policy, Nondiscrimination and Nonsectarian Operation Policy, Board Committee Charters, and Board Officer Job Descriptions, with consideration of their adoption scheduled for November 5, 2026.
Vote: Voice vote; roll call only on request.

Description

At its September 17, 2026 meeting the Board discussed retaining independent South Carolina legal counsel for Rooted School South Carolina, separate from Rooted Schools Foundation's counsel, and identified two firms recommended by the Public Charter School Alliance of South Carolina. Thibaut Delloue has since spoken with both and recommends Turner Caudell, which works only with charter schools, has two attorneys, bills at $300 per hour with no retainer, and has sent an engagement letter. Turner Caudell has also offered to defer payment until the Academy opens and the Board has funds available.

Two items raised by the Board Chair are not resolved in the engagement letter as sent. The deferred payment arrangement does not appear in it, and there is no protocol governing who may contact the attorneys and incur fees on the Academy's behalf. The motion below approves the engagement contingent on both, so the Board can act now without approving terms it has not seen.

Draft motion: "I move that the Board approve engaging Turner Caudell as legal counsel to Rooted School South Carolina, contingent on (1) an amended engagement letter or written addendum stating the deferred fee arrangement, including the event that triggers the start of payment and whether interest accrues, and (2) the Board's adoption of an authorization protocol governing who may initiate legal work; and further, that until that protocol is adopted, only the Board Chair and the Executive Director are authorized to initiate legal work or incur legal fees on behalf of the Academy, subject to a not-to-exceed of $______ for that period; and further, that the Board Chair is authorized to execute the engagement letter once condition (1) is satisfied, and to report execution at the next regular meeting."

Desired outcome

An approved engagement that Thibaut Delloue can take back to Turner Caudell, a written fee-deferral addendum before signature, interim spending controls effective immediately, and the authorization protocol scheduled for adoption November 5, 2026 with the rest of the governance package.

Discussion framing

Deferred payment. Deferral is not forgiveness. Accrued fees become a liability and need to appear in the pre-opening budget and the cash flow projection Voorhees requires. Questions for the addendum: what event starts payment, since "when the Academy opens and the Board has funding available" is not a term either side can hold to, and the candidates are a date certain, the first State Aid to Classrooms disbursement, or CSP drawdown availability; whether interest or a carrying charge accrues; whether accrued fees are capped before payment begins; what happens if the school does not open; whether the deferral covers all matters or only pre-opening governance work; and confirmation that the client is Rooted School South Carolina, the nonprofit, with no personal exposure to Board members.

Authorization. Proposed for November 5 adoption: the Board Chair and the Executive Director are the only people who may initiate work or incur fees; one named point of contact at the firm; the Treasurer reviews invoices monthly; legal spending appears as a line in the Board financial dashboard; and any single matter expected to exceed a set threshold comes to the Board first.

Disclosures. Steven Carney is Chief of Schools at Rooted Schools Foundation, and this counsel will review the Educational Services and Management Agreement between the Academy and RSF. He is supporting the protocol discussion only and is not participating in the firm selection or the vote. Thibaut Delloue is Chief of Staff at the South Carolina Children's Fund, a funder of the campus, and chairs the Academy's ESMA Committee. Both roles should be recorded in the minutes.

• Finance Committee: Identify and confirm board members willing to serve on the Finance Committee.
• Establish a regular Finance Committee meeting cadence and schedule the first committee meeting before the November board meeting.
• Review pre-opening and Year 1 budget assumptions, cash flow, enrollment-related financial thresholds, and financial controls.
• Provide an update on committed, pending, and prospective funding, including grants and philanthropic support.
• Monitor facility financing and understand the financial implications of changes to the construction/opening timeline.
• Board Action Needed: Confirm Finance Committee membership and identify committee leadership/Treasurer support

The Founding Assistant Director of Operations position has received more than 50 applications to date. The application window will close on October 15, 2026.

Following the application deadline, candidates will move through the screening and interview process, with the goal of identifying three top candidates to present to the Board at the November 5 Board meeting.

Board members are encouraged to participate in the final interview process for the three finalists, providing an opportunity for the Board to engage with prospective founding-team leaders and assess alignment with C.R. Neal Academy’s mission, culture, and operational needs.

Key Dates: Application closes October 15 → finalist interviews late October/early November → top three candidates presented November 5

Facilities Update

• Atlas Road design and site-development progress
• OSF/SCDOT, survey and permitting status
• October 20 bondholder diligence/site visit
• October 30 financing closing target
• November 8 groundbreaking target
• Critical-path risks and opening-date contingency planning
• Board questions / actions needed

T. Delloue will provide a brief update on ESMA status.