Board of Director’s Meeting *October 10, 2014 6:30 pm* Venture Academy Auditorium
I. Call To Order
a. Board members present: Susan Hardy, Sharmilla Felix, Kathryn Clark,
Tracey Nelson, Chris Hoagstrom, Rob Nunn, and Monty Hardy
b. Also present: Jared Taylor, Mark Child, Janey Stoddard, Chelsee
Boehm, Nick Kiriazis, Sarah Abney, Tara John, Nate Abney, Stacey
Swapp, Courtnie Moore, Sara Lucio, Noe Godinez, and Rylee John.
II. Welcome
a. Rob welcomed everyone to the board meeting.
III. Approval of minutes
a. ACTION: Chris motioned to approve the minutes. Sharmilla
seconded the motion. Susan, Kathryn, Tracey, Monty, Rob and
Chris voted yes. Passes unanimously.
IV. Monthly Enrollment Lottery
a. Monty ran the monthly lottery.
b. Tracey asked about how the kindergartener lottery works. Discussion
on this.
V. Mission Statement & Vision/Training
a. EL Core Practices
- Kathryn reviewed the expeditionary learning core practices.
Together everyone reviewed the design principles, how they are
applied at both schools and how they thought they could be applied.
b. Recite the mission statement.
VI. Visitor Comment
a. No comments.
VII. Reports
a. K-8 Report
- Janey said everything was going well. Talked about professional
development with the EL designer and the productivity of that
meeting. Discussion on teachers observing teachers and learning
from one another.
b. HS Report
- Jared talked about high school seniors applying for college. Talked
about observing student government.
- Talked about potential project with Weber State University.
- Talked about preparing School Speak for grade book and about
fieldwork.
c. Teacher Report
- Mr. Kiriazis, high school science teacher, talked about a grant he
co-wrote and an overnight fieldwork that he took students on to the
Canyon Lands. He talked about the wonderful experience that the
students had and all the things they learned. He talked about a long
term project which the students are doing with the research station
down there. He talked about how he hoped this would create a long
term relationship.
- Dr. Child talked about fostering longer term relationships with
other organizations. Janey talked about building bridges with the
Weber State education department and the Willow Park Zoo in
Logan.
VIII. Operations
a. K-8 Bond Update
- Monty said the K-8 bond is going well. Said he has met with the
state finance authority and waiting for the double AA rating from
the state. Said he is hoping to price by the 16th and the school can
choose to accept the price or not.
- ACTION: Monty motioned that Mark or Kathryn be authorized to
sign a Bond Purchase Agreement (BPA) of up to 4.2%. Rob
seconds the motion. Tracey, Kathryn, Monty, Sharmilla, Rob and
Chris vote yes. Passes unanimously.
b. Budget Review
- Courtnie reviewed the budget. Talked about enrollment. Talked
about front loading which happens at the beginning of every school
year.
- Monty talked about the operating margin which is currently low.
Stated that the bond would help that a lot.
c. ACTION: UCA (Utah Consolidated Application)
- Mark talked about the UCA plan overview. Talked about grant
money allocation and where those funds go.
- Jared talked about At-Risk student enhancement and the goals for
those funds. Discussion on a staff member to help with at risk
students.
- Janey talked about the Reading Achievement Program funding and
how that applies to K-3 graders and their learning. Talked about
reported back to the state on goals via testing. Talked about how
tests are administered.
- Chris asked how far the school was from its proficiency goals.
Discussion on the goals, how far the school is from those and
reaching those goals.
- Mark talked about the Accelerated Students Program grant and
how complicated it is to obtain.
- ACTION: Monty motioned that the board approve the UCA
motion and plan. Tracey seconded the motion. Susan, Sharmilla,
Kathryn, Tracey, Monty, Rob and Chris voted yes. Passes
unanimously.
IX. Break
X. Student Achievement
a. What student achievement looks like through EL Core Practices
- Mark talked about how the test scores are very low and gave
everyone a heads up on that.
- Talked about the struggles of finding a grading system that works
for the school. Talked about School Speak and the good direction
that that is going.
- Talked about the implementation review.
- Mark talked about how well Venture did on the Implementation
review. Stated that the school is ahead of its target
- Discussion on the scores. Talked about Venture serving as a
mentor school.
XI. Policy
a. ACTION: Continuing Disclosure Policy
- Monty talked about why this policy is necessary because of the
bond.
- Monty stated that from now on, board minutes and such things will
have to be published on EMMA and if deadlines are missed the
school board will be held responsible.
- The policy states that the board understands that it is our
responsibility. And second that a person will be hired to be
responsible for posting the necessary documents. Third, that the
board will set up an account on EMMA and then if anything goes
wrong, Kathryn will get an email.
- Discussion on the person who will be hired to post the documents.
Monty talked about what must be reported and how the board will
be made aware of that.
- Sharmilla noted an error in the policy. Discussion on revising that
part of the policy.
- ACTION: Suan motioned to approve the Continuing disclosure
procedure policy. Sharmilla seconded the motion. Susan, Kathryn,
Sharmilla, Tracey, Monty, Rob and Chris voted yes. Passes
unanimously.
b. Progress on policy updates
- Kathryn talked about meeting to address board policies. Looked at
standardized test policy and stated that assignments were made for
that group. Talked about the time line for producing that policy.
XII. Adjourn
a. Tracey motioned to adjourn the meeting. Rob seconded the
motion. Susan, Kathry, Sharmilla, Tracey, Monty, Rob, and Chris
vote yes.
VENTURE ACADEMY
CONTINUING DISCLOSURE PROCEDURES
1.
Purpose.
These Disclosure Procedures are designed to (a) ensure the
completeness and accuracy of the federal securities disclosure made by VENTURE
ACADEMY (“VENTURE”) and VENTURE’s Governing Board of Directors (the
“Board”) (including the Board’s officers, and VENTURE staff in the exercise of their
official duties) compliance with all applicable federal and state securities laws in
connection with issuance and disclosure undertakings relating to outstanding bonds
issued on its behalf and annual financial information filings, and (b) promote best
practices regarding disclosures disseminated to investors and the municipal securities
markets by VENTURE.
2.
Disclosure. The controls and procedures set forth herein shall apply to all
Disclosure disseminated or communicated by VENTURE. “Disclosure” includes any
information or communications reasonably likely to reach investors or the securities
markets, such as preliminary and final official statements relating to bonds issued for the
benefit of VENTURE, filings made by VENTURE with the Municipal Securities
Rulemaking Board or the national repositories (whether required by contract or made
voluntarily), press releases which could reasonably be construed as intended for the
financial markets, investor calls, rating agency presentations and other communications,
and certain postings on VENTURE’s website.
3.
Disclosure — Issuance of Bonds.
a.
Responsibilities of the President. VENTURE’s President or his or her
designee (the “Oversight Officer”) shall be responsible for overseeing the
compilation of both the preliminary official statement (“POS”) and the final
Official Statement (individually referred to herein as an “Official Statement” and
collectively, the "Official Statements") to be used in connection with the offering
and issuance of the associated bonds issued for VENTURE’s benefit (the
“Bonds”) and annual financial information filings and for review of other
disclosure obligations of VENTURE undertaken in connection with such bond
issuance. In the carrying out of these responsibilities, the Oversight Officer shall
coordinate with, and be provided with assistance from, among other professionals,
Disclosure Counsel, VENTURE’s Counsel and the financial advisor to
VENTURE. This oversight responsibility may include the following:
b.
Responsibilities of Disclosure Counsel. VENTURE may hire Disclosure
Counsel to ensure any and all information disclosed in the Official Statements is
consistent with regulatory agency requirements, as well as state and federal law.
4.
Disclosure in Connection with Outstanding Bonds.
a.
Continuing Disclosure Obligations. The Oversight Officer, or assign, shall
be responsible for overseeing compliance by VENTURE with its continuing
disclosure obligations, including but not limited to the compilation and filing of
all annual financial reports and filing of all annual financial statements of
VENTURE on EMMA, as applicable. In most cases, VENTURE will contract
with the Bond Trustee to serve as the “Dissemination Agent.” The Oversight
Officer shall consult with its Dissemination Agent, Disclosure Counsel and
VENTURE’s Counsel to determine the materiality of any events and whether an
event notice is required to be filed under the circumstances. If a determination is
made that an event is material and a notice is required, the Oversight Officer shall
work with the Dissemination Agent and Disclosure Counsel to prepare a draft of
such notice in a timely manner and shall provide such draft notice to
VENTURE’s Counsel for review and comment. The Dissemination Agent shall
be directed to file such notice in the required repositories once the notice has been
approved by VENTURE’s President and VENTURE’s Counsel. Annual financial
and enrollment filings shall be posted to EMMA by the Dissemination Agent.
b.
Voluntary Filings. The Oversight Officer, in consultation with Disclosure
Counsel and VENTURE’s Counsel, shall evaluate whether an event is appropriate
for disclosure by VENTURE on a voluntary basis, based on investor demand or
otherwise. Upon a determination that a voluntary notice should be filed, the
Oversight Officer shall work with the Dissemination Agent, Disclosure Counsel
and VENTURE’s Counsel to prepare a draft of such notice. The Dissemination
Agent shall be directed to file such voluntary notice in the appropriate repositories
once such notice has been approved by VENTURE’s President and VENTURE’s
Counsel.
c.
Press Releases. Press releases for VENTURE shall be prepared by
Disclosure Counsel and approved by school administration and school board prior
to release.
d.
Investor Communications. The Oversight Officer, or assign, shall be
responsible for overseeing the responses to all telephone, email and other
inquiries from existing and potential investors in the Bonds. All VENTURE staff
shall transfer such inquiries to the Oversight Officer (or delegated staff under
his/her supervision). Investors shall be directed to information provided on
VENTURE’s website or shall be given a written response to any inquiry
whenever practicable.
e.
Rating Agency Communications. All information provided by VENTURE
or for VENTURE at its direction to any rating agency providing a rating for the
Bonds shall be reviewed for accuracy and completeness and approved by the
Oversight Officer.
5.
Training.
The Oversight Officer, in consultation with Disclosure Counsel or
VENTURE’s Counsel, shall be responsible for coordinating regular training sessions for
VENTURE staff and Board members about their obligations under the Federal securities
laws and regulations and other Federal and state laws affecting the issuance of Bonds.
Training shall be provided for general background and overview purposes and, as
applicable, to update VENTURE staff and Board members concerning recent changes in
applicable laws or regulations.