Current Language:
Section 3.10. Notice of Meetings of the Board. Regular meetings of the Board of Directors shall be held without notice. Special meetings of the Board of Directors shall be preceded by at least two (2) days' notice to each Director of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting. Notice of an adjourned meeting need not be given if  the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one (1) adjournment. 

Proposed Language:
Section 3.10. Notice of Meetings of the Board. The Board of Directors shall provide adequate notice of the date, time and place of all regular meetings of the Board of Directors, whether or not previously scheduled by statute, ordinance, or resolution, and all information providing notice of all meetings will be kept current on the Organization’s website. Special meetings of the Board of Directors shall be preceded by at least two (2) days' notice to each Director of the date, time and place of the meeting and posted on the Organization’s website. The notice need not include a copy of the regular meeting agenda or describe the purpose of the special meeting. Notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are fixed at the meeting at which the adjournment is taken and if the period of adjournment does not exceed one (1) month in any one (1) adjournment, but must be posted on the Organization’s website.  The notice provisions of this Section 3.10 are in addition to, and not in substitution of. any other notice required by law.

Current Language:
Section 3.11. Action Without Meeting. Action required or permitted to be taken by the laws of the State of Tennessee at a meeting of the Board of Directors may be taken without a meeting. If all   the Directors consent to taking such action without a meeting, the affirmative vote of all of the Directors shall be the act of the Board. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each Director in one (1) or more counterparts, indicating each signing Director's vote or abstention on the action, and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this section shall   be effective when the last Director signs the consent, unless the consent specifies a different effective date. A consent signed under the section shall have the effect of a meeting vote and may  be described as such in any document.

Proposed Language:
Section 3.11. Action Without Meeting. Action required or permitted to be taken by the laws of the State of Tennessee at a meeting of the Board of Directors may only be taken in a meeting open to the public, in compliance with the Tennessee Open Meetings Act requiring all public business to be transacted in public, with all “aye” and “nay” votes expressed vocally by the Board of Directors present. Any action taken in the absence of an open meeting shall be void and of no effect.

Proposed Language:
Section 3.14.
Executive Session. The Board of Directors may conduct executive sessions in private. The Executive sessions apply only to meetings between the Board of Directors and its attorney that meet the following criteria: (1) The session must concern litigation that has already been filed or that is likely to be filed and to which the Organization or the Board is or will be a party, and (2) the Executive session must be limited to discussions between the attorney and Directors regarding the Board’s and the Organization’s legal options, and no discussions between the Board of Directors as to what action should be taken can take place. Any actions must take place in a regular or special meeting of the Board of Directors.

G. Williams gave and update and overview of the upcoming Board Term Renewals that will require actions in 2024.

G. Williams gave an update and overview of the transition and recruitment plan.

• Finalize board recruitment for the 2024-26 term (bring to a vote during the
  May 14, 2024 Governance Committee and June 2024 Board of Directors
  Meeting) - May 1, 2024
• Host Board Member Orientation - June 15 - July 30, 2024

G. Williams and the board will review the current board member handbook to update areas of need.

• Review current handbook for accuracy and compare to others for best practices:  12/1/23 - 12/1/24
• Review and updates of committee job descriptions by committee chairs: 12/7/23-4/1/24
• Review and updates of committee job descriptions by Board Chair and other officers: 127/723 - 4/1/24
• Review and approve updated handbook:  5/22/24

Question:  

Committee Member Wallace:  Are there potential board members in the pipeline or recruitment discussion?  Want to ensure we are being proactive.

CEO Burt:  No, but we are always on the lookout for potential board members which is ongoing.

All board members submitted their signed conflict of interest. Board members reviewed the Conflict of interest bylaw and one conflict of interest was reviewed and discussed. No other board members had a conflict of interest.

Board Training is required of all KIPP Memphis Public Schools Board of Directors Members. Compliance with this action is part of the Memphis Shelby County Schools Charter School Operations Scorecard this year.  

The due date was updated to November 29, 2023.