2016, May 17 Board of Directors Meeting Minutes

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Board of Directors Meeting
Matsukawa Place
May 17, 2016

Contents

Attendance

Present

  1. Pauline Carlson (ECC)
  2. Daniel Sexton (OMS)
  3. Kenichi Shinagawa (Member at Large)
  4. Karen Stoesz (SEND)
  5. Thomas Norton (Head of School)
  6. Gerald May (TEAM)
  7. Johanna Leenders (Mieke Sasaki)(CRJM)

Ex-Officio

  1. Sobi Abraham (Supervisor-Auditor)
  2. Taizo Morimoto (Supervisor-Auditor)

Proxies

  1. Gaius Berg (for WorldVenture) designated Pauline Carlson as his proxy.
  2. Grace Fukuzawa (Chong Eun Lee) (Member at Large and Educator) designated Karen Stoesz as her proxy.

Observers (new board members as of July 1, 2016)

  1. Grant Buchholtz
  2. Jaine Loh
  3. Joel Peterson


SY 15-16:132 Call to order (Act of Endowment, Chapter 3, Articles 18.3, 18.8)

Pauline Carlson called the meeting to order at 8:45 a.m.


SY 15-16:133 Devotions

Daniel Sexton gave the devotions.


SY 15-16:134 Time of prayer for the school (B 4.6.7)

We spent time in prayer.


SY 15-16:135 Approval of agenda (B 4.3.5.3)

MSC to approve the agenda.


SY 15-16:136 Core values discussion (A 3.4)

Pauline Carlson reviewed the process the board has followed in revising the core values. No new action was taken. The board of directors and the Leadership Team will meet together on September 6, 2016 to discuss the revision of the core values.


SY 15-16:137 Finance and Audit Committee Report (B 4.8.2)

Rick Seely and Daniel Sexton gave the Finance and Audit Committee report. Rick Seely gave the Business Report for SY 15-16.


SY 15-16:138 Approval of audit from April 1, 2015 to March 31, 2016 (B 2.7.12.2)

Daniel Sexton made a motion to approve the audit from April 1, 2015 to March 31, 2016. Kenichi Shinagawa seconded. The motion carried to approve the audit.


SY 15-16:139 Approval of the business plan (Act of Endowment Chapter 5, #35)

Daniel Sexton made a motion to approve the business plan for SY16-17. Mieke Sasaki seconded. The motion carried to approve the business plan.

The business plan will be incorporated into the monitoring reports starting SY16-17.


SY 15-16:140 Tuition categories and Tuition Assistance Program (TAP)

Rick Seely requested the formation of an ad hoc committee of the board to work with him in reviewing and setting the framework for the TAP program.

A motion to create an Ad hoc Framework TAP Committee with the following members was presented:
Daniel Sexton-vice chair of finance for SY 16-17
Joel Peterson
Jaine Loh
Gerald May – ex-officio board chair for SY 16-17
Tom Norton- ex-officio

MSC to approve the creation of the Ad hoc Framework TAP Committee.

The committee has set up a meeting for June and will decide the next step after that meeting.

Background information: The TAP committee hasn’t been meeting for the last 3-4 years. This committee needs to be reinstated after a new framework has been put in place.

Rick Seely gave a detailed explanation of the tuition categories and tuition assistance program and the process that is currently used in placing families in the appropriate categories.


SY 15-16:141 Review of the work of the board in SY15-16 (B 4.1.7)

We reviewed the progress that was made throughout the 2015-2016 school year.


SY 15-16:142 Board calendar proposal for SY16-17 (B 4.3.1, 4.3.2, 4.3.2.1)

Proposed addition to calendar: Board/LT core values discussion, September 6, 2016 from 8:30 -10:30 a.m.

MSC to accept the Board Calendar for SY 16-17.


SY 15-16:143 Annual agenda proposal for SY16-17 (B 4.3.1, 4.3.2, 4.3.2.1)

MSC to accept the annual agenda for SY16-17.


SY 15-16:144 Governance and Policy Review Committee Report (B 4.8.1))

Kenichi Shinagawa gave the G&PR committee report


SY 15-16:145 Proposal of Board level grievance policy

The Board level grievance policy proposal was discussed. The board decided to continue this discussion at the October 2016 board training/discussion meeting with the goal of voting on the proposed policy at the November 2016 Board of Directors meeting.
Recommend: B 4.11.5 Board Level Complaint or Grievance
Process of addressing a complaint or grievance from board members, including the Head of School, against the Board Chair.

  • Step 1 (Private Approach)
    • A person who has a complaint against the board chair is to first privately communicate the complaint verbally, giving opportunity for positive dialogue.If the board chair responds positively to the airing of the complaint, the person with the complaint is to allow an agreed-upon period of time to ensure that the complaint is resolved.
    • If the agreed-upon time passes without steps being taken toward resolution or if the board chair responds negatively and does not agree to resolve the issue, it may be necessary to proceed to step 2.


  • Step 2 (With Others)
    • If resolution is not reached, the person with the complaint, along with one or more witnesses, should set a mutually convenient time to meet with the board chair. During this meeting, a written statement of the complaint should be presented to the board chair, again giving opportunity for positive dialogue. A dated, signed copy of the statement should be kept. Before proceeding to the next step, the party (parties) with the complaint must allow an agreed-upon period of time to pass so that resolution may be reached.
    • If the agreed-upon time passes without steps being taken toward resolution or if the board chair refuses to meet or responds negatively and does not agree to resolve the issue, it may be necessary to proceed to step 3.


  • Step 3 (Executive Committee minus the Board Chair)
    • If resolution is still not reached, the person with the complaint and the witnesses should approach the executive committee and share the complaint. A copy of the written statement is to be given to the executive committee, who will research the complaint, talk with all primary parties, and act upon the complaint in a timely manner. The executive committee will document the decision and will report it to all parties involved. All decisions of the executive committee are final. Those who persist in a grievance, by either word or deed, after final action of the executive committee, will be subject to discipline, up to the point of being asked to resign their position on the board.
    • If the agreed-upon time passes without steps being taken toward resolution or if the board chair refuses to meet, responds negatively, or does not agree to resolve the issue, it may be necessary to proceed to step 4.


  • Step 4 (Board of Directors minus the Board Chair)
    • If resolution is not reached at the executive committee level, the executive committee, minus the board chair, along with the person with the complaint must make a grievance/whistle-blowing appeal to the Board of Directors minus the Board Chair.
    • A copy of the grievance and documentation should be presented to the Board of Directors minus the Board Chair.

All decisions of the Board of Directors minus the Board Chair are final. Those who persist in a grievance, by either word or deed, after final action of the board, will be subject to discipline, up to the point of being asked to resign their position on the board.


SY 15-16:146 Amend B2.4.14- First Reading

  • Current reading:
    • B2.4.14 Maintain an identified set of Administrative Policies that can only be modified, added to, or removed by majority action of the Leadership Team. (SY 11-12:188, SY 14-15:33)
  • Amend:
    • B2.4.14 Maintain an identified set of Administrative Policies. Any policies that are modified, added to, or removed must be reported to the board of directors by the next board meeting. (SY 11-12:188, SY 14-15:33)


MSC to amend B2.4.14 as proposed.


SY 15-16:147 Amend B4.2.1- Second Reading

  • Current reading:
    • 4.2.1 The board will provide the link between the organization and the ownership.
  • Amend:
    • 4.2.1 The board will provide the link between the school and the ownership.


MSC to amend B4.2.1 as proposed MSC to be considered as second reading.


SY 15-16:148 Amend B4.2.3- Second Reading

  • Current reading:
    • 4.2.3 The board shall appoint a head of school who is qualified to carry out the program and policies of the school. Initial appointment shall require a two-thirds majority vote of the board of directors and simple majority vote of the board of councilors. Contract renewal shall also require a two-thirds majority vote of the board of directors. (SY 10-11:19, SY 15-16:25)
  • Amend:
    • 4.2.3 The board shall appoint a head of school who is qualified to carry out the program based upon policies of the school. Initial appointment shall require a two-thirds majority vote of the board of directors and simple majority vote of the board of councilors. Contract renewal shall also require a two-thirds majority vote of the board of directors. (SY 10-11:19, SY 15-16:25)


MSC to amend B4.2.3 as proposed. MSC to be considered as second reading.


SY 15-16:149 Amend B4.2.8.1- First Reading

  • Current reading:
    • 4.2.8.1 Board chairman. The chairman shall be the official representative of the corporate body before the Japanese authorities, shall preside at all meetings of the board, and enforce the provisions of its act of endowment and constitution. The chairman is an ex-officio non-voting member of all committees, but may cast a vote to break a tie.
  • Amend:
    • 4.2.8.1 Board chair. The chair shall be the official representative of the corporate body before the Japanese authorities, shall preside at all meetings of the board, and enforce the provisions of its act of endowment and constitution. The chair does not vote in Directors’ meetings except to break a tie. The chair is an ex-officio non-voting member of all committees, but may cast a vote to break a tie.


MSC to amend B4.2.8.1 as proposed.


SY 15-16:150 Amend B4.2.8.3 First Reading

  • Current reading:
    • 4.2.8.3 Vice chairman of finances. The vice chairman of finances shall monitor the financial affairs of the school.
  • Amend:
    • 4.2.8.3 Vice chair of finances. The vice chair of finances shall be in regular communication with the business manager regarding the financial affairs of the school.


The Finance and Audit committee was tasked with discussing the amendment of B4.2.8.3.


SY 15-16:151 Amend B4.2.9.1- Second Reading

  • Current reading:
    • 4.2.9.1 The secretary shall be responsible for the official documents of the organization, updating them regularly to reflect any changes made as a result of board action. These documents shall include the act of endowment of the gakkou houjin, the constitution and bylaws, and the board manual. (SY 09-10:143)
  • Amend:
    • 4.2.9.1 The secretary shall be responsible for the official documents of the board, updating them regularly to reflect any changes made as a result of board action. These documents shall include the Act of Endowment of the gakkou houjin, the Constitution and Bylaws, and the board manual. (SY 09-10:143)


MSC to amend B4.2.9.1 as proposed. MSC to be considered a second reading.


SY 15-16:152 Amend 4.2.9.4- First Reading

  • Current reading:
    • 4.2.9.4 The secretary shall prepare separate minutes of all items declared to be “executive action,” which shall be distributed only to board members and the head of school. An action of the board may be considered executive action when thus requested by two or more members of the board. All personnel contracts between the school, individuals, and missions shall be included within the executive action minutes. (Delete this sentence)
  • Amend:
    • 4.2.9.4 The secretary shall prepare separate minutes of all items declared to be “executive action,” which shall be distributed only to board members and the head of school. An action of the board may be considered executive action when thus requested by two or more members of the board or by majority decision. Personnel matters and discipline of students and staff will go in executive action minutes.


MSC to amend B4.2.9.4 as proposed.


SY 15-16:153 Recommend the deletion of B4.2.9.2.4

(Personnel matters and discipline of students and staff will go in executive action minutes. Other matters may be recorded there by majority decision) and combining it with B4.2.9.4.

MSC to approve the deletion of B4.2.9.2.4 and combine it with B4.2.9.4.


SY 15-16:154 Board Ends review: B 1.5 (sound financial practice) (B 4.1.5, 4.3 Overview)

B 1.5 (sound financial practice) was reviewed by answering this question: What does our ownership demand from this organization in the area of financial practices?


SY 15-16: 155 Board policy compliance on B 4.2 (B 4.1.4, 4.1.6)

The policies in B4.2 were reviewed for compliance. The G&PR Committee was tasked with the review of the following policies:

  • B4.2.5
  • B4.2.6
  • B4.2.7.1.2


SY 15-16:156

Sobi Abraham supervisor-auditor left the meeting at 2:15 p.m.


SY 15-16: 157 Head of School monitoring reports B 1.6 (B 2.1.1)

Tom Norton gave the monitoring report.


SY 15-16: 158 Partial compliance of B2.6.7

Fails to provide a well-managed tuition assistance program (TAP)

MSC to accept the partial compliance of B2.6.7 with anticipation of full compliance by May, 2017.


SY 15-16: 159 Partial compliance of B2.7.7

Fail to aggressively pursue material receivables, after a reasonable grace period.
MSC to accept partial compliance of B2.7.7 with anticipation of full compliance by May, 2017.


SY 15-16: 160 Head of School Report (B 2.1.5)

Tom Norton gave the head of school report.

The board discussed policy B2.3.1.1.3 in depth and will continue the discussion in SY16-17. B2.3.1.1.3 Non-Christian homes, up to 20% per grade level, where the parent(s) or guardian(s) agree to cooperate with the school’s Christian objectives, provided the applicant is not from the home of a proselytizing religious group. (SY 12-13:77)


SY 15-16: 161 Executive Committee report (B 4.8.3, 4.8.3.1.4)

Pauline Carlson gave the executive committee report.


SY 15-16: 162 Addition to the Leadership Team

The board gave feedback on a potential candidate as an addition to the Leadership Team.


SY 15-16: 163 Head of School Evaluation Committee (B 4.8.4)

Karen Stoesz gave the Head of School Evaluation Committee report.


SY 15-16: 164

Taizo Morimoto supervisor-auditor left the meeting at 3:48 p.m.


SY 15-16: 165 Consent agenda (B 4.2.3)

MSC to approve the consent agenda as follows:

  • March 15, 2016 Board of Directors minutes (B 4.2.9.5)
  • March 15, 2016 Executive Action minutes (B 4.2.9.5, 4.2.9.4, 4.2.9.2.4)
  • May 10, 2016 Finance and Audit Committee Meeting Minutes (B 4.7.6.3.2)
  • April 18, 2016 Governance and Policy Review Committee minutes (B 4.7.6.3.2)
  • May 10, 2016 Governance and Policy Review minutes (B 4.7.6.3.2)
  • Second readings (B 4.1.9)
  • B 4.1.5
  • Follow-up on partial and non-compliance monitoring reports (B 4.4.6)
  • Board chair report on usage of Head of School professional development
  • Funds (B 4.4.7)
  • Board chair report on B3 and B4 (B 4.4.8)
  • Financial statements (B 2.7.10)
    • March Financial Statement
      • Profit and Loss | Balance Sheet
    • Corporate Tuition
    • General Tuition
    • Missionary Tuition Assistance
    • Pre-Approved Mission Tuition Assistance


SY 15-16: 166 Joint retreat with Morrison Academy in October 2016

The board will not be able to participate in this retreat due to the extra time needed for strategic planning.


SY 15-16: 167 Board housekeeping

  • Graduation attendance- June 3, 2016
  • Board/staff dinner attendance – June 7, 2016 starting 6 p.m.
  • Updating proxy forms (B 4.6.2, 4.6.2.1)-Need a policy to address who is designated as proxy. Should it automatically be the Chair? Tabled for SY16-17. 4.6.2 & 4.6.3
  • Signing of the agreement with CAJ’s statement of faith beginning with SY16-17 (B 4.9.2.2, 4.9.2.2.1)


SY 15-16: 168 Monthly review of board process: Verbal (B 4.1.7)

We reviewed the board process.


SY 15-16: 169 Closing prayer

Pauline Carlson closed the meeting with prayer.


SY 15-16:170 Adjournment

MSC to adjourn. We adjourned at 4:21p.m.


SY 15-16:171 Signing and putting on seals on minutes (B 4.2.9.5)

The members signed and put their hankos on the following sets of minutes:

  • March 15, 2016 Board of Directors minutes
  • March 15, 2016 Executive Action minutes
  • May 16, 2016 Board of Directors minutes


Respectfully submitted,


________________________________ (seal)
Karen Stoesz
Board Secretary



________________________________ (seal)
Pauline Carlson
Board Chair



________________________________ (seal)
Daniel Sexton
Board Member



________________________________ (seal)
Tom Norton
Head of School and Board Member



________________________________ (seal)
Johanna Leenders (Mieke Sasaki)
Board Member


________________________________ (seal)
Gerald May
Board Member

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