Current Language:
Section 3.8. Special Meetings of the Board of Directors. The Board of Directors may hold special meetings in or out of the State of Tennessee, and such meetings may be called by the President, any two (2) Directors or the sole Member. The Board shall permit any or all of the Directors to participate in a special meeting by, or conduct the meeting through the use of, any means of communication by which all of the Directors participating can simultaneously hear each other during the meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting.

Proposed Language:
Section 3.8. Special Meetings of the Board of Directors. The Board of Directors may hold special meetings in or out of the State of Tennessee, and such meetings may be called by the President, any two (2) Directors or the sole Member.  

NEW! Section 3.9. Electronic Participation in a Regular or Special Board Meeting. The Board of Directors shall permit one or more Director(s) to participate in a regular or special meeting by, or conduct the meeting through the use of, teleconference, videoconference, or any electronic or other means of communication by which all of the Directors participating in the meeting must be capable of simultaneously hearing and speaking to each other during the meeting. A Director participating in a meeting by this means shall be deemed to be present in person at the meeting for the purpose of voting, but not for the purpose of establishing a quorum. Any Director participating by electronic means shall identify the persons present in the location from which the Director is participating. Any Director not physically present at a meeting shall be provided, before the meeting, with any documents that will be discussed at the meeting, with substantially the same content as those documents actually presented.

____________________________________

Current Language:
Micro-purchase – level 2 (greater than $500 ≤ $1,500): A purchase order is required and must be approved by the school leader (if applicable) or the SST department director.

Proposed Language:
Micro-purchase – level 2 (greater than $500 ≤ $5,000): A purchase order is required and must be approved by the school leader (if applicable) or the SST department director.

___________________________________

Current Language:
Small Purchase (greater than $1,500 < $25,000): A minimum of 3 quotes and a purchase order are required (a contract is required, if applicable). If a purchase is greater than $1,500, but less than $25,000, a minimum of 3 competitive quotes is required, whenever possible. A minimum of 3 quotes is required for all purchases made with federal funds regardless of the amount . Once a quote is selected a purchase order must be created and approved by the school leader (if applicable) and the SST department chief. Prior to payment being processed or recorded an invoice or itemized receipt must be obtained.

Proposed Language:
Small Purchase (greater than $5,000 < $25,000): A minimum of 3 quotes and a purchase order are required (a contract is required, if applicable). If a purchase is greater than $5,000, but less than $25,000, a minimum of 3 competitive quotes is required, whenever possible. A minimum of 3 quotes is required for all purchases made with federal funds regardless of the amount . Once a quote is selected a purchase order must be created and approved by the school leader (if applicable) and the SST department chief. Prior to payment being processed or recorded an invoice or itemized receipt must be obtained.

___________________________________

New Language:
Financial Transactions Exempted from the Purchase Order Process: Financial transactions that do not require purchase orders must be included on the Purchase Order Exemption List approved by the Chief Executive Officer.

___________________________________

New Language:
Construction Contract No Cost Extension: It is recommended that the KIPP Memphis Board of Directors approves contract language to allow automatic no-cost contract extensions arising from unforeseen components that may affect a project completion date such as weather, supply chain delays, or public health concern. The automatic no-cost contract extension will allow KIPP Memphis’ staff to approve construction contractor extensions for project completion for up to ninety (90) days. Any final project completion date over ninety days of the initial completion date indicated in the contract shall be submitted for approval to the KIPP Memphis Board of Directors.

___________________________________

Thank Talia Palacio for her 1.5 years of service on the Board of Directors for KIPP Memphis Public Schools. She submitted her resignation effective August 27, 2023.

• The Annual Conflict of Interest form will be shared at the September 21, 2023 Board of Directors meeting for all board members to complete.
• Deadline for completion: October 6, 2023.

September 21:  Board of Directors Meeting

September 29:  KIPP Memphis Board of Directors Retreat 

October 4:  KIPP STEM Lab Ribbon Cutting Ceremony