The Chairman greeted all Directors and guests.

Directors reviewed the proposed agenda for the February 2026 board meeting. 

Mr. McCarthy presented the minutes from the January 7, 2026, board meeting.

Dr. Mary Anne DeVivio presented the Principal’s Report. 

Keynotes included:

• The remote instructional day on January 26 was reported as successful, with approximately 90% student attendance despite inclement weather. 

• On January 14, the school participated in the Middle School Fair, alongside 21 middle school charter schools. Approximately 90% of parents were present to complete applications. 

• The Board congratulated the school’s Bronx Spelling Bee participants for their strong performance. One student advanced to the citywide spelling bee.

• Leadership shared updates on a meeting with Teach for America. The school will serve as a site for the Summer Boost program, with February identified as the primary hiring period. 

• Kips Bay students are participating in an after-school test preparation program. 

• A math contest is scheduled for February 28, with 25 students selected to compete. 

• Parent-teacher conferences are taking place this week, and report cards have been distributed to families. 

• The February Academy will be held from February 16–20, with approximately 80 families registered to participate in test preparation activities.

The Board expressed sincere appreciation to Dr. DeVivio and her maintenance team for their efforts in ensuring the school building was accessible and safe for students throughout the winter weather.

Dr. Ursillo, Chair of the Academic Committee, presented the January 2026 Academic Committee report. The committee met to review academic performance updates and discuss upcoming priorities.

Keynotes included:

• Mock test score results indicate an upward trend, with continued improvement in scores anticipated. 

• Discovery classes are performing well and showing positive instructional outcomes. 

• The Sanctuary assessment was reviewed and confirmed to be aligned with academic standards. • The committee discussed ways the Academic Committee can support the academic team in preparation for the charter renewal. 

• Academic considerations related to potential expansion of the middle school grades were discussed, with emphasis on maintaining instructional quality and standards alignment.

Dr. Gershen-Lowy, Chair of the Finance Committee, presented the January 2026 Finance Committee report. Keynotes included:

• Ms. Cruz reviewed the balance and additional financial statements for November 2025. As of   November 30, 2025, the school has a $7.2M cash on hand balance. Total COH is $7.35M             including the escrow account. 

• Enrollment is 452 students. 

• YTD projected net assets of -$2,701 (budgeted -$31,319). 

• Revenues are higher than budgeted amount due to increased student enrollment, food           program revenue, and interest earnings. 

• Expenses include salary projections overbudget at 95 FTE versus the 86 FTE budgeted, savings on medical insurance, and ASP increases, and offset food service costs. 

• Money Market account balance of $538,063.77 with $7,194 earned interest income. 

• The process of opening an operating account at Metropolitan bank has begun.

The March meeting agenda for the committee will include review of the audit RFP template and the FPP review.

Mr. McCarthy, Chair of the Governance Committee, presented the January 2026 Governance Committee report. Keynotes included:

•Ad Hoc Renewal Committee discussed charter renewal application and will follow up with Jill Shahen of Empire Charter Consultants regarding application authorship. 

• Charter contract goals to be noted in a report card chart with aligned progress. 

• Lease status update for Our Lady of Refuge (OLR): counsel will continue coordination with the Archdiocese regarding potential facility availability if needed. 

• Lease status update with Dominican Sisters: CMS/CMCSS counsel reviewed proposed lease; agreement reached to proceed while monitoring particular desired issues, such as extent of demised premises. 

• NCSC conference dates discussed and open to Board participation. 

• Board retreat to be scheduled; retreat agenda to include a formal Board evaluation.

Board terms were reviewed. Members were asked to notify Ms. Bailey if they do not wish to continue serving on the Board for SY2627.

A motion was made by Mr. McCarthy and seconded by Mr. Audiffred to authorize the CMCCS chair to enter into an amended lease as thus presented: 

Purchaser hereby acknowledges that Seller heretofore entered into the following leases:

(i)    Lease, dated as of September 1, 2021, by and between Seller and Purchaser, pursuant to which Purchaser leased a portion of the Property for the operation of its Head Start program, which Lease was thereafter amended by that certain Lease Amendment dated September 1, 2023 (as amended from time to time, the “CMCS Lease”) and 

(ii)    Lease, dated as of September 1, 2021, by and between Seller and Cardinal McCloskey Community Charter School (the “Charter School”), pursuant to which the Charter School leased a portion of the Property for the operation of a charter school (as amended from time to time, the “Charter School Lease”, together with the CMCS Lease, collectively, the “Leases”).

(iii)   Following the Effective Date, and provided the Closing does not occur prior to the current expiration dates of the respective Leases, Seller shall agree to extend the term of (x) the CMCS Lease, to commence on September 1, 2026 and expire the date preceding the Closing Date, provided the base rent for such renewal term shall be $35,584.00 per month 

(iv) and (y) Charter School Lease, to commence on July 1, 2026 and expire on the earlier of the date preceding the Closing Date or June 30, 2027, provided the base rent for such renewal term shall be $136,064.00 per month. 

Mr. McCarthy, Mr. Audiffred, Dr. Gershen-Lowy, Dr. Ursillo, Ms. Laskar, Ms. Telesmanich, and Ms. Broderick all ayed, and the motion carried unanimously.

Dr. Gershen-Lowy motioned to adjourn the meeting.