Dixie Montessori Academy
Board of Directors Meeting
249 East Tabernacle, Suite. 200, St. George, Utah
Wednesday, July 10, 2013, 7:00 p.m.
ATTENDANCE
Board Member Attendance: Russell Armstrong, Michael C. Currie, Kevin Groke, Margaret “Meg” Groke, Tracy K. Mitchell, Kristen L. Nielson, Scott Nielson, Paula D. Nelson (via phone), Julie M. Wand, Michael D. Wand
Others in attendance: Barbara Hanks, Brian Poe, Jacque Newman
AGENDA
Training – Kevin Groke
GBOT Module “Productive Board Meetings” First half- http://1.usa.gov/19DD40X
Review minutes from previous meeting – Kevin Groke
Margaret “Meg” Groke has resigned as secretary due to health reasons
Standing Committee Reports
Finance – Paula D. Nelson
Bank selection
Grant status
Insurance
Facility – Kristen L. Nielson
Developer Selection
Site Selection
Marketing & Public Relations – Michael C. Currie
Enrollment report
Curriculum – Julie M. Wand
Teacher Development and Hiring – Julie M. Wand
Special Committee Reports
Background checks should be completed
All online training (GBOT) should be completed
Special Orders
Interviewing of candidates and election of new board secretary
Unfinished Business
State Charter School Board visit July 29th at 7pm – Preopening Checklist –http://bit.ly/14f7Kjy
Review assignments from Countdown Checklist
New Business
Adjourn
MINUTES
GBOT Module “Productive Board Meetings” first half of http://1.usa.gov/19DD40X
Meeting called to order by Kevin Groke at 7:17 p.m.
Reading of Vision and Mission
MOTION to approve minutes by Kevin Groke
Seconded by Julie Wand
Unanimous
Resignation of Margaret “Meg” Groke
Standing Committee Reports
Finance – by Michael D. Wand
Bank selection – Account has been opened at Zion’s Bank. Funds will be in account in August. Signers on account are Kevin Groke, Paula D. Nelson, Julie Wand
Grant Status – Approved!
Vendor number pending, may be required for direct deposit of state funds into DMA’s account. School number has been obtained.
Insurance – Paula D. Nelson strongly suggests using Hunt/Leavitt Insurance. Liability insurance is being highly suggested by Kevin Groke. Bond states Paula D. Nelson is bonded for the amount of the startup grant.
Treasurer, Paula D. Nelson attended the Utah Charter School Convention. She suggests DMA considers hiring an outside consulting firm for either part or all of the business management and reporting functions of the charter. Julie M. Wand believes this work can be complete by in house staff. Finance Committee to investigate further.
Important DMA documents are currently being stored at Dayspring Montessori Educational Center, Inc. in a separate secure location and available for viewing Monday through Thursday between the hours of 9 am to 3pm by appointment.
MOTION Michael D. Wand proposed that DMA purchase Quickbooks for short term (first one to three years) use.
Unanimous
Marketing and Public Relations – Michael C. Currie
Enrollment report – 80 students
Advertised at the St. George Independence Day Parade and passed out 400 flyers. Plans are being made to participate in the St. George Pioneer Day Parade and Washington County Fair Parade.
Need to purchase more T-shirts and other marketing items.
Developing logo for school; marketing through Facebook.
Curriculum – Julie M. Wand
Alignment of Montessori and Core Curriculums is being reworked and is 25% complete.
Teacher Development and Hiring – Julie M. Wand
Three seasoned Montessori teachers for certain are expected to be employed at DMA beginning at school opening.
Organization of DMA staff graphic created by Julie M. Wand and Kevin Groke is available in Dropbox. Discussion of its contents ensued.
Special Committee Reports
All board members have registered for their background check
One board member has 3 training modules left, all others have completed.
Adjourning the open meeting for recess at 8:26 p.m. Meeting resumed at 8:38 p.m.
MOTION Kevin Groke proposed that the board go into closed session to discuss sensitive site and development information as well as to interview and make a selection from the applicants for the secretary position.
Unanimous
Closed Session began at 8:43 p.m.
Scott Nielson and Kristen L. Nielson exited the closed meeting at 10:28 p.m. and reentered at 10:36
Closed Session ended and Open Session began at 10:39 p.m.
MOTION: Russell Armstrong proposed that the board grant the site committee authority to accept contingent property offers for the purposes of negotiating quickly. Final approval on property purchase will still require board approval.
Unanimous
MOTION: Russell Armstrong proposed that the board accept the building proposal as given by Nielson Development.
Unanimous
MOTION: Russell Armstrong proposed that the board appoint Jacque Newman as a voting board member and secretary.
Unanimous, Paula D. Nelson and Tracy K. Mitchell abstained their votes from this motion
MOTION: Russell Armstrong proposed that we appoint Barbara Hanks as a voting board member.
Unanimous
MOTION: Kevin Groke proposed that Scott Nielson and Kristin L. Nielson be excused as board members contingent upon final approval of the Nielson Development building proposal.
Unanimous
Future Events
Workshop with Marlies Burns on July 29th.
Next board meeting will tentatively be held on Wednesday, August 14, 2013.
Meeting adjourned by Kevin Groke at 10:57 p.m. until Thursday, July 11th, 2013 at 9:00 p.m. via conference call.
RECEIPT OF RESIGNATION
Chairman, Kevin Groke received a written notice of resignation from board members Scott Nielson and Kristen L. Nielson on the morning of Friday
July 11, 2013.
MINUTES CONTINUED
Continuation of above meeting took place on Thursday, July 11, 2013 via telephone conference call. This portion of the meeting was also audio recorded.
Kevin Groke called the meeting to order at 9:05 p.m.
Attendance: Russell Armstrong, Michael C. Currie, Kevin Groke, Barbara Hanks, Tracy K. Mitchell, Jacque Newman, Paula D. Nelson, Julie M. Wand, Michael D. Wand
Michael D. Wand read the building proposal with Boyer Company, Exhibit C of the Board Resolution as follows:
Exhibit C Board Resolution
RESOLUTION OF BOARD OF DIRECTORS OF Dixie Montessori Academy, A Utah Non-Profit Corporation.
The Board of Directors of Dixie Montessori Academy, a Utah non-profit corporation (the “School”), in accordance with the constituent documents of the School, hereby resolve, agree and consent to the following resolutions for and on behalf of the School:
Dixie Montessori Academy, A Utah Non-Profit Corporation, it is proposed that the School enter into that certain Lease with The Boyer Company, Inc. as lessor (“Lessor”) pertaining to that certain real property lease (“Lease”), wherein under the terms of the Lease Lessor shall construct a school facility for the School as described therein, on the other terms and conditions and rental rate described therein. A copy of the Lease is attached hereto as Exhibit 1.
WHEREAS the Board of Directors of the School (the “Board”) deems it advisable and in the best interests of the School to approve the execution and delivery of the Lease.
NOW, THEREFORE, BE IT RESOLVED:
l. That the Board shall, and is hereby authorized to enter into the Lease and to execute and deliver and perform the Lease and all of the documents, instruments, change orders and obligations pertaining to the Lease;
2. Julie Marie Wand, (President of the School or other officer) (“Authorized
Person”), be, and hereby is, authorized, empowered and directed, in the name and on behalf of the Board, to execute and deliver to the Lessor under the Lease, and to perform or cause to be performed, all of the obligations of the School under the Lease, the Lease, and all documents and instruments necessary in connection with the Lease, and is authorized to execute on behalf of the School the Lease and each such certificate, agreement, instrument, or other document as the Authorized Person deems it appropriate to execute, in connection with the transactions contemplated hereby, with his/her execution thereof being hereby ratified and deemed conclusive evidence of the
approval hereof by the Board consistent with the authority hereby granted.
3. That all actions taken on behalf of the School by the Board’s officers, directors and representatives in furtherance of the foregoing resolutions are hereby ratified and approved in all respects.
4. The Board understands that Nielson Development Company has assisted the board in finding The Boyer Company who will build and finance the School Building project . As consideration for those services, the board acknowledges that Nielson Development will receive a developer’s fee.
5. Because time is of the essence, the Board authorizes Michael Wand to verify that any proposed changes to the Lease by Boyer do not materially adversely affect DMA or materially change the terms of the Lease. Once such verification is made by Mr. Wand the final changes may be made to the Lease, the Lease may be executed by the two parties, and submitted to the State of Utah for approval.
End Exhibit C
MOTION Julie M. Wand proposed that the above proposal be approved.
Seconded by Tracy K. Mitchell
Unanimous, vote taken individually with a verbal yea
MOTION Julie M. Wand proposed that the board accept the lease as it stands.
Seconded by Michael D. Wand
Unanimous, vote taken individually with a verbal yea
Russell Armstrong notes that the board has 20 days from this meeting to provide a provisional plan with the architect.
MOTION Kevin Groke adjourned the meeting at 9:18 p.m.
Minutes taken by Margaret “Meg” Groke