Welcome and Call to Order

Welcome and Call to Order – Roberta Walker, Co-chair – 4:35 p.m.

Approval of Agenda

So that there is agreement between board members on the agenda, and the amount of time spent on the meeting, the board shall vote to approve an agenda for the meeting. To the best of its ability, it will follow that agenda, and allow for the chair to move the board through the agenda as specified.

Motion to approve the agenda

Motion made:            Tamseel Syed

Motion seconded by: Wanda McKay

Motion Carries: Unanimous vote

Executive Session

Motion to move to Executive Session to discuss personnel matters at 4:40 p.m.

Motion made:            Tamseel Syed

Motion seconded by: Janelle Wilhite

Motion Carries:        Unanimous vote

Motion to return from the Executive Session and resume the meeting at 5:07 p.m.

Motion made:            Tamseel Syed

Motion seconded by:  Janelle Wilhite

Motion Carries:        Unanimous vote

Committee Reports

Governance Committee – Tamseel Syed

The Board Operations Manual was made available to all board members via email and vetted in the Governance Committee in October. The Governance Committee is requesting approval to utilize this document as a working document to close some gaps on processes and procedures. The Governance Committee will continue to refining the processes and procedures in the months ahead including future discussions about how the Head of School can hire or make operational procedures between board meetings. This will be discussed in the January Governance Committee meeting.

Motion to accept the Board Operations Manual as a working document with monthly revisions by the Governance Committee to make it complete over the upcoming months.

Motion made:            Tamseel Syed

Motion seconded by: Janelle Wilhite

Motion carries;         Unanimous vote

Discussion regarding Avalon Accounting contract to include Human Resources and Staff Services. Dr. Brooks-Long is requesting that DPA hire Avalon with an addendum to the current contract to include Human Resource Services. She stated that she has ensured that the board has enough information to make a decision. Dr. Brooks-Long explained that she vetted 2 other companies. She further explained that she was asked to provide the amount of the current CFO service contract amount. The current CFO services contract amount is $2500. The Accounting services is $6,000. This gives a total of $59,000. To add the additional Human Resources Services would be $3,000 for a total of $21,000 if we take it all the way to June. Total cost from December to June is $80,500.00 - Reduction of CFO services in April, May, June (if a CFO is hired) would bring the total to $77,500.00

Ms. Wilhite stated that when this was brought up in the November Governing Board meeting, Ms. Arnold had questions. There were questions regarding the date of contract, scope of work, the services outlined in the email that needed to be included in the contract itself. Ms. Wilhite has not seen the updated contract. Ms. Walker stated that, since this was an addendum to the same contract, three bids were not required. Ms. Arnold stated that she and Dr. Brooks-Long had a conversation with our Legal Representative on Tuesday, December 6, 2022. Our Authorizer has specifically requested that the CFO vacancy be filled and requested a response explaining the procurement of the CFO position. Initially, since DPA was in the process of interviewing for the position, there would be no need to have procurement services. However, if we are deciding to continue with services with Avolon, we would need to go through a procurement process to prove to the Authorizer that we are 1) responding based on the policy guidance that we have in place and 2) showing why we are continuing to use Avolon for our services. The instructions coming out of the meeting with the Legal Representative were for Dr. Brooks-Long to send an itemized steps that have been taken so far to secure a CFO. The question for the Board now becomes whether we should we extend the services of Avolon for transition purposes and how long that should last. Ms. Arnold’s opinion is that we should not have the appearance that we have 2 CFOs. Therefore, the contract should be revised in its’ entirety to reflect 1) DPA would be going through a transition and not having Avolon as the CFO anymore and 2) what services would be provided under the new arrangement and if it includes Human Resources, what that would like. Ms. Arnold offered her apologies to the Board for not having communicated this meeting with Legal to the Board, but since the meeting took place yesterday afternoon, she had not yet had an opportunity to update board members. Ms. Arnold stated that she is concerned that, even after having the discussion, the information still did not come to the Board based on the conversation that was had with Legal but for continuing with the services with Avalon to provide CFO services. She wants to ensure that we do not give the appearance that we are not adhering to their mandate. She advised that we must examine what we are being asked to do and ensure that we take the correct steps. We must first notify the Authorizer that we are interviewing, have identified a candidate and in the process of making the decision for hire. Ms. Arnold stated that she believed this information has been provided to our Legal Representative by Dr. Brooks-Long and that the Legal Representative is in the process of drafting a letter for Ms. Arnold’s signature to send to the Authorizer. Based on this discussion, Dr. Brooks-Long stated that she would remove this Board Action form from consideration at this time. Ms. Arnold suggested that the Board have a discussion with the school to define the role that Avolon will take and establish timelines for the transition period to ensure that we do not give the appearance that we have 2 CFOs.

The discussion in the Executive Session was that the Board would not move forward with the candidates that are being presented at this time because the board did not receive the required documentation until shortly before the meeting started and the Finance Committee had not had an opportunity to vet the CFO candidate. Ms. Arnold asked if the Board should assess the Avolon contract based on where we are now since the board has not received the HR services information incorporated as an addendum to the current Avolon contract. No further discussion or action on this item.

Finance Committee-Janelle Wilhite

The Finance Committee did not meet because they were not able to vet any of the items that were under consideration for this Special Called Board meeting. Therefore, the Finance Committee has nothing to report at this time.

Public Comment

No comments.

Other Business

Dr. Brooks-Long stated that the salary of the newly hired Guidance Counselor was approved for less than the amount offered due to an error on the Board Action Form. This item should be discussed in Executive Session and will be tabled for January. Ms. Arnold suggested that when bringing the Board Action form to the Board, it cannot be for correction only but to show evidence of where the error was made. There should not be an assumption that because it is presented, it is so. She further explained that everything that the Board does has to be based on some evidentiary status that allows the board to be able through the documentation, Board Action Form and by it being captured in the minutes that this is what was done. The Board has been asked in the past, by the Authorizer, to provide evidence of how decisions were made by the Board. This is the reason that the Board implemented the Board Action Form process. Ms. Arnold outlined the Board Action Form approval process. She explained that Board Action Forms must be properly completed, vetted by the appropriate Board Committees, and presented to the Board for review and approval. The Dropbox is a document repository, a place to house documents. The Board Action Forms must be presented for consideration of approval.

Ms. Arnold inquired about the status of a letter was being corrected and needs her signature. Per Dr. Brooks-Long, the letter has been corrected and will be forwarded to Ms. Arnold for signature.

Ms. Wilhite stated that the October Payroll Reports were not included with the October Financial Report. Ms. Yu will provide the document to the Finance Committee on Thursday, December 8, 2022

Adjournment

Motion to adjourn at 5:29 p.m.

Motion made by:        Tamseel Syed

Motion seconded by: Janelle Wilhie

Motion carries:         Unanimous vote

The Meeting was Adjourned

The meeting adjourned at approximately 12:07 am