Draft of June 17, 2013 MINUTES OF A MEETING OF THE BOARD OF TRUSTEES OF UNITY PREPARATORY CHARTER SCHOOL OF BROOKLYN HELD: June 6, 2013 A meeting of the Board of Trustees (the “Board”) of Unity Preparatory Charter School of Brooklyn (the “School”), was held on June 6, 2013 commencing at 7 p.m., New York time. Notice of the meeting was duly given to all Trustees, was posted on the School’s website and was sent to the New York Times, the New York Daily News and the Brooklyn Daily. Four Trustees were present at the beginning of the meeting, representing a quorum. The following Trustees were present at the New York City Charter School Center, 111 Broadway, Suite 604, New York, NY 10006: Kabir Ahuja Marion Leydier Richard Pollack The following Trustee was present at 245 Bent Street, Office 210, Cambridge, MA 02139 and was linked by videoconference: Caleb Hurst-Hiller The following Trustees joined the meeting at the New York City Charter School Center, 111 Broadway, Suite 604, New York, NY 10006, while in progress (and voted on those resolutions where specifically indicated): Franklin Amoo Ashley Cotton Also in attendance at the invitation of the Board were Joshua Beauregard, Heather Blumberg, Jeannette Braun, Casey Burns, Eric Gonzalez and Hemanth Venkataraman. In addition, at the invitation of the Board, the following members of the Junior Board were present: Himani Goyal, Michael Brown, Sal Siddiqui and Sindhu Pillai. Mr. Pollack called the meeting to order and indicated that the purpose of the meeting was to consider the items set forth on the agenda previously distributed to the Trustees. Minutes of Prior Meeting The Trustees discussed and considered approval of the minutes of the May 2, 2013 meeting of the Board that were previously circulated to the Trustees. Following such discussion, the Trustees present unanimously adopted the following resolution: RESOLVED, that the minutes of the May 2, 2013 meeting of the Board be, and hereby are, approved. SC1:3449391.2 Initial Statement Mr. Beauregard introduced the School’s Initial Statement to the Board. Mr. Pollack indicated that the Audit and Finance Committee had reviewed the Initial Statement and recommended that the Board approve it. Following discussion, the Trustees present unanimously adopted the following resolution: RESOLVED, that School’s Initial Statement be, and hereby is, approved. 2013-2014 Board Calendar Mr. Pollack and Mr. Beauregard presented the proposed Board meeting calendar for the 2013-2014 year to the Board. Following discussion, the Trustees present then unanimously adopted the following resolution: RESOLVED, that the Board meeting calendar for the 2013-2014 year be, and hereby is, approved. 2013-2014 Year One Budget and Cash Flows Mr. Beauregard and Mr. Ahuja then presented the updated 2013-2014 Year One Budget and Cash Flows. Mr. Ahuja summarized the changes in the budget and cash flows from the prior version presented to the Board and indicated that the Audit and Finance Committee had reviewed the budget and cash flows and recommended that they be approved by the Board. Mr. Pollack and Ms. Leydier then noted that there were still a few items in the budget that were being further refined (including, in particular, with respect to employee benefits), but that such process could continue once the budget is approved. Mr. Beauregard, Mr. Ahuja and Mr. Venkataraman responded to questions regarding the budget and cash flows. Following discussion, the Trustees present then unanimously adopted the following resolution: RESOLVED, that the 2013-2014 Year One Budget and Cash Flows be, and hereby is, approved. Family Educational Rights and Privacy Act (FERPA) policy Mr. Beauregard and Mr. Gonzalez then presented the draft of the School’s Family Educational Rights and Privacy Act (FERPA) policy. Mr. Pollack indicated he had previously sent Mr. Gonzalez comments on the policy, which Mr. Gonzalez indicated he was reflecting. Ms. Leydier asked Mr. Gonzalez to verify that the policy is fully consistent with the School’s FOIL policy. Following discussion, the Trustees present then unanimously adopted the following resolution: RESOLVED, that the Family Educational Rights and Privacy Act (FERPA) policy, with such changes as Mr. Gonzalez makes to it in respect of comments received from the Trustees, be, and hereby is, approved. Department of Youth and Community Development Grant Mr. Beauregard and Mr. Gonzalez then discussed the School’s pending application for a New York City Department of Youth and Community Development Grant and indicated that Board approval is required in order to proceed with the grant. Mr. Gonzalez responded to -2SC1:3449391.2 Trustees’ questions regarding the terms of the grant. Following discussion, the Trustees present then unanimously adopted the following resolutions: RESOLVED, that the Board of Trustees does hereby authorize and direct Mr. Beauregard and Mr. Gonzalez to sign contracts and other documents relating to the New York City Department of Youth and Community Development Grant and amendments to such contracts and other documents on behalf of Unity Preparatory Chart School of Brooklyn; and RESOLVED, that Mr. Pollack be, and hereby is, authorized and directed to provide a certified excerpt of the foregoing resolution regarding the New York City Department of Youth and Community Development Grant in connection with the application for the grant and to execute a signature affidavit and take such other actions as are necessary or desirable to reflect the foregoing Board approval regarding the New York City Department of Youth and Community Development Grant. Certain of Out of Pocket Expenses of Mr. Bea uregard Mr. Beauregard and Mr. Pollack then indicated that Mr. Beauregard had incurred out-ofpocket expenses on behalf of the School. Such expenses had not been pre-approved in the manner contemplated in the FPP manual. Mr. Beauregard responded to Trustees’ questions regarding the nature and amount of the expenses. Following discussion, the Trustees present (which then also included Franklin Amoo) then unanimously adopted the following resolution: RESOLVED, that the Board of Trustees hereby delegates to Mr. Pollack authority to review and, if he deems appropriate in his discretion, to approve on behalf of the Board the previously incurred out-of-pocket expenses of Mr. Beauregard incurred on behalf of the School and, with respect to any such expenses approved by Mr. Pollack on behalf of the Board, directs Mr. Pollack to instruct officers of the School with check signing authority (other than Mr. Beauregard) to issue a reimbursement check to Mr. Beauregard in the amount of the approved reimbursements. Board and Junior Board Communication and Collaboration Mr. Amoo, Mr. Venkataraman and Mr. Pollack then discussed communications and collaboration with the Junior Board. Members of the Junior Board present commented and made suggestions as to how to approach communications and on organization of the Junior Board’s efforts. Board Updates Mr. Beauregard, Ms. Blumberg and Mr. Ahuja then provided an update on the School’s pre-opening financial performance. Mr. Amoo and Mr. Beauregard then discussed the work of the Development Task Force. Mr. Amoo suggested that the Board consider retaining a development consultant. Ms. Leydier and Ms. Cotton indicated that they would participate in meetings with potential consultants that Mr. Amoo would set up. Once such meetings have taken place, Mr. Amoo, Ms. Leydier and Ms. Cotton indicated that they will revert to the Board and the School leadership to discuss such options and to discuss other potential approaches to seeking grants and charitable contributions generally. -3SC1:3449391.2 Mr. Beauregard then summarized for the Board discussions with Civic Builders regarding a facility for the School’s high school. Following discussion, the Board requested Mr. Beauregard to set up additional meetings (including with a not-for-profit developer, a private developer and a representative of the Brooklyn Archdiocese) to explore additional options. Mr. Beauregard and Mr. Venkataraman then provided an update on hiring teachers and staff and responded to Trustees’ questions. Mr. Beauregard then provided an update on outstanding grant applications and responded to Trustees’ questions. Mr. Gonzalez then provided an update on enrollment and responded to Trustees’ questions. Mr. Beauregard and Mr. Venkataraman then provided an update on the status of discussions with several community organizations and responded to Trustees’ questions. Mr. Pollack and Mr. Beauregard discussed agenda items for the Board’s July meeting. Mr. Pollack noted that the Board would stand for reelection at the upcoming meeting and invited all Trustees to contact him if they are interested in a position as a Board officer. Junior Board At the request of Mr. Pollack, all Trustees and Junior Board members then introduced themselves and described their professional backgrounds. Members of the Junior Board were then invited to provide comments and ask questions. The Trustees and School leadership responded to questions, including regarding the budget and fundraising goals of the School. Other Matters There being no further business to come before the Board, upon motion duly made and seconded, the meeting adjourned at approximately 8:55 p.m., New York time. __________________________ Richard A. Pollack Chairman -4SC1:3449391.2