Members of the public may address the Board on any item on the agenda or within the jurisdiction of the Board.

Per Gov. Code §54957 

Conference with Board — Public Employee Appointment/Employment

• Position: Head of School
• Subject: Employment Agreement for Adjjoa McDonald

Oral disclosure of the compensation terms (Gov. Code §54953(c)(3)).

Proposed to Replace Article VII, Section 3

Section 3. DESIGNATED DIRECTORS AND TERMS. The number of directors shall be no less than 5 and no more than 11, unless changed by amendments to these bylaws. All directors shall have full voting rights, including any representative appointed by the charter authorizer as consistent with Education Code Section 47604(b).  The board will always appoint at least one Board member who is a parent.  If the charter authorizer appoints a representative to serve on the Board of Directors, the Board of Directors may appoint an additional director to ensure an odd number of Board members.  All directors, except for the representative appointed by the charter authorizer, shall be designated by the existing Board of Directors at the corporation’s annual meeting of the Board of Directors.  The Board of Directors shall consist of at least 9 directors unless changed by amendment to these bylaws. 

Proposal to Replace Original Language:

Section 9. PRESIDENT.  The President, also known as the Executive Director, shall be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers as fully described in any applicable employment contract, agreement, or job specification.  The President shall have such other powers and duties as the Board of Directors or the bylaws may require. If there is no Chairman of the Board, the President shall also preside at the Board of Directors’ meetings.

add this language:

8.2025 Proposed Section 9A. Cautionary Note on President Role

While any duly seated Director may be elected President of the Board, the Corporation recognizes that best practice in nonprofit and charter school governance favors election of a President who is not employed by the School. This practice ensures clear independence between the Board’s supervisory role and the staff’s operational role, avoids actual or perceived conflicts of interest, and preserves confidence with the authorizer and the community.

A teacher or other employee serving as President is not prohibited under these bylaws, but such service requires careful adherence to the Corporation’s conflict-of-interest and recusal provisions. The Board is strongly encouraged to weigh governance independence, public accountability, and organizational optics when electing its President.

8.2025 Proposed Section 12A. Cautionary Note on Treasurer Role

While any duly seated Director may be elected Treasurer of the Board, the Corporation recognizes that best practice in nonprofit and charter school governance favors election of a Treasurer who is not employed by the School. This practice ensures independent financial oversight, prevents real or perceived conflicts of interest in budgetary or payroll matters, and safeguards the credibility of the Corporation’s fiscal management with funders, regulators, and the community.

A teacher, staff member, or other employee serving as Treasurer is not prohibited under these bylaws, but such service requires careful adherence to the Corporation’s conflict-of-interest and recusal provisions. The Board is strongly encouraged to prioritize financial independence and oversight integrity when electing its Treasurer.

8.2025 Proposed Section 13. Conditional Appointment of Officers During Governance Collapse

In the event that the number of seated Directors falls below the minimum required by these Bylaws and one or more required officer positions (President, Secretary, or Treasurer) become vacant, the Board shall activate the following temporary measure:

1. The Head of School shall automatically assume the vacant officer role(s) necessary to maintain the legal and operational continuity of the Corporation. If the Head of School position is vacant, the most senior staff member by continuous service shall assume the role(s).
    
2. Any individual temporarily serving as an officer under this provision shall perform only those duties required by law or essential for the continued functioning of the Corporation, including but not limited to state filings, contract execution, and recordkeeping.
    
3. Such individuals shall not exercise voting rights on the Board unless already duly seated as Directors.
    
4. This conditional appointment authority shall expire immediately once the Board regains the minimum number of Directors and conducts an officer election at its next duly called meeting.
    

The Board shall act with urgency to restore compliance with the required number of Directors and to elect officers pursuant to the standard process in these Bylaws.
 

08.25 Replacement Proposed ARTICLE IX – CONFLICT OF INTEREST AND CONTRACTS WITH DIRECTORS

Section 1. Conflict of Interest and Recusal

Disclosure Requirement: Any Director, officer, or voting ex officio member who has a financial interest, personal interest, or other potential conflict in any matter before the Board shall fully disclose the nature of the interest to the Board before discussion or action.

Recusal from Deliberation and Vote: The interested party shall not participate in discussion or attempt to influence the deliberations on the matter and shall abstain from voting.

Examples Requiring Recusal Include, but Are Not Limited To:

1. Matters involving the person’s own compensation, benefits, or employment status.
2. Transactions with a company or organization in which the person or an immediate family member has a financial interest.
3. Decisions directly affecting the person’s child’s individual educational program, discipline, or enrollment status
4. Any matter where the person’s impartiality might reasonably be questioned by a disinterested observer.
    

Documentation: All recusals and the nature of the conflict shall be recorded in the meeting minutes.

Quorum Adjustment: A Director who has recused themselves shall not be counted toward quorum for that item.