These minutes are not for the Governance Committee to approve - please disregard.

Paul Baker provided an update regarding the April 28th Board meeting.
He reviewed all of the key agenda items highlighting the following:

• HOS update
  • Staffing updates
  • Enrollment 
  • Remote learning
• Finance
• HOS Evaluation - BOT - ValEd

Also a general discussion ensued regarding the potential updates needed to respond to the mandated social distancing and cleaning procedures based on the COVID 19 outbreak should school be held at the facility at the start of the new school year in August.
Several different ideas and topics were discussed.  The potential financial impact was also noted.

 

The current status of open seats and soon to be open seats were discussed in detail (see memo for specifics).

Several potential candidates were noted and discussed, including parents, teachers, committee members and future parents.
The group agreed to reach out to determine level of interest and invite the potential candidates to participate in future meetings.
 

There were some initial discussions regarding the Head of School's ability to vote on Governance matters.  In the end it was clarified during out review of the by-laws that he is a non-voting member of the committee.

With regards to the school's legal counsel's review notes and feedback regarding the updated by-laws, there was much discussion.
Initial questions regarded his overall experience with school / state law and a concern was raised regarding that level of expertise given some of the comments particularly with regards to emergency meetings and community members.
Peter Cohen noted that the attorney was vetted along with a few other potential candidates and based on a listing of existing clients, he was satisfied in the overall competency of the legal team engaged.

Some discussion and review of the language involving seated / sitting members resulted in some clarified and enhanced language within the by-laws.

Next ensued a protracted discussion regarding the approach to the Chair of Governance and how it should be captured in the by-laws.
Generally speaking there are two positions being promoted, one is to maintain the existing approach where the Chair of Governance is not required to be a board member and that the Governance Committee itself determines who the chair will be versus the updated approach to align Governance with all other committees where the chair is required to be a standing member of the Board of Trustees.
Matters such as independence, reporting responsibilities, work load, functions, and other areas were covered in detail with members providing their opinions and positions.
It was agreed that this committee had fulfilled our responsibility to present the board with updated by-laws and that the final determination on how to approach the Governance Chair would rest with the board members.
Therefore the updated draft with all of the comments and recommendations would be presented along with the a summary of the different positions for their consideration.

First Tuesday - June 2nd - 7 PM

Summary of items to consider for next meeting:

• Board composition memo
• Proposed calendar of relevant events and initiatives for Governance
• Potential training topics for the board retreat (Board on track 'nuts and bolts', Robert's Rules, etc)
• New trustee training