2017, March 21 Board of Directors Meeting Minutes

Board of Directors Meeting
Matsukawa Place
March 21, 2017

Attendance

1. Gerald May (TEAM)
2. Kenichi Shinagawa (Member at Large and Educator)
3. Grant Buchholtz (ECC)
4. Johanna Leenders (Mieke Sasaki)(CRJM)
5. Karen Stoesz (SEND)
6. Jaine Yeong Yueh Chung (Jaine Loh) (World Venture)
7. Daniel Sexton (OMS)
8. Joel Peterson (Member at Large)

Supervisor-Auditor

1. Jon Winter
2. Sobi Abraham

Absent

1. Anda Foxwell (Interim Head of School)

SY 16-17:71 Call to order (Act of Endowment, Chapter 3, Articles 18.3, 18.8)

The meeting was called to order at 8:45 am.

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SY 16-17:72 Devotions

Grant Buchholtz encouraged us with the reminder that Jesus gave himself as the payment of our debt. Our debt has been paid and we have been given an inheritance.
Proverbs 22:7, Romans 6:23 and Matthew 18

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SY 16-17:73 Time of prayer for CAJ (B 4.6.7)

Time was spent in prayer.

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SY 16-17:74 Approval of agenda (B 4.3.5.3)

MSC to approve the agenda as amended.

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SY 16-17:75 Finance and Audit Committee (B 4.8.2)

Rick Seely and Daniel Sexton gave the finance committee report.
MSC to approve the Finance Committee minutes from March 14, 2017.

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SY 16-17:76 Approval of Operating Budget (B 2.6.1, 2.6.3. 2.6.9.1, 2.6.9.2)

MSC to approve an operating budget of ¥906,975,000 with anticipated expenses of ¥906,081,000 from April 1, 2017 to March 31, 2018.
Unanimously approved.

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SY 16-17:77 Approval of Capital Budget (B 2.6.1)

MSC to approve the capital budget of ¥68,500,000 from April 1, 2017 to March 31, 2018.
Unanimously approved.

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SY 16-17:78 Approval of Tuition Increase (B 2.6.2)

MSC to approve the tuition increase for the 2017-2018 school year.
Unanimously approved.

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SY 16-17:79 Approval of Compensation Table for SY 2017-2018

These minutes can be found in the Executive Action minutes for March 21, 2017

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SY 16-17:80 Tuition Assistance Program verbal report

Rick Seely gave a detailed explanation of the tuition assistance program committee report.
Three people have accepted to be on the TAP committee.
MSC to receive the tuition assistance program report with thanks.

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SY 16-17:81 Approval of Extension of Interim Head of School Term

MSC to approve the extension of Anda Foxwell as Interim Head of School from July 1, 2017 to June 30, 2018.
Unanimously approved.

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SY 16-17:82 Governance and Policy Review Committee (B 4.8.1)

Kenichi Shinagawa gave the Governance and Policy Review Committee report.
MSC to receive the March 7, 2017 Governance and Policy Review committee minutes.

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SY 16-17:83 Proposed rewording of B1.0-Second Reading

Current reading:  B1.0 Students equipped to honor Christ and impact the world for Him.

Proposed rewording: B1.0 Students equipped to serve Japan and the world for Christ.

MSC to accept the rewording of B1.0 and to accept is as a second reading.

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SY 16-17:84 Head of School monitoring report B2.1; 2.5; 2.10; Ends - B1.3 (B2.1.1, 3,5,2,1)

Gerald May walked the board through the monitoring reports.
MSC to accept the monitoring report.

Item for clarification:
2.1.10 Perform additional duties as assigned by the board.
Interpretation: In the role of ex officio board member, the Head of School must fulfill the duties of a committed board member and do whatever duties need to be done.
The Head of school is a full board member. Gerald May will clarify this point with Anda Foxwell.

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SY 16-17:85 Head of School report (note video report from March 20, 2017 Board of Councilors meeting)

Anda Foxwell is in Thailand with the senior class, so made a video to be presented at the March 20, 2017 Board of Councilors meeting.
Most of the members watched this video at the March 20, 2017 Board of Councilors meeting.
The members who did not view this video at the board of councilors meeting decided that watching at this meeting was not needed.

MSC to accept the head of school report.

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SY 16-17:86 Head of School Evaluation Committee Verbal Report (B 4.8.4)

Gerald May gave the Head of School Evaluation committee report.

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SY 16-17:87 Board of Directors Election (Acceptance of Resignations)

Acceptance of resignations
Karen Stoesz and Jonathan Winter submitted letters of resignation.
MSC to accept the resignation of Karen Stoesz to fulfill mission home service responsibilities, effective June 30, 2017.
MSC to accept the resignation of Jonathan Winter to step down from supervisor-auditor role in order to fill a mission representative seat on the board, effective June 30, 2017.

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SY 16-17:88 Approval of consent agenda (B 4.2.3)

• Second readings (B4.1.9):
  • Removal of  B4.9.3.7
  • Removal of B3.1.2.12.
• Financial Statements (B2.7.10):
  • January 2017 Financial Statement
  • Profit and Loss | Balance Sheet
• February 14, 2017 Board of Directors minutes
• February 7, 2017 Financial Statement

MSC to accept the consent agenda

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SY 16-17:89 Governance Training

Review book Community Governance, pages 26-49
Gerald May informed the board of the existence of a “board library” for the use of the members.
Gerald May lead in the review of the book Community Governance.
Discussion points:

• How do we better engage with our moral owners?
• Do our moral owners understand what their purpose is?
• A well developed, well communicated strategic plan could help engage our moral owners on a deeper level.
  
• Survey/ask the missions if CAJ can help them with any issues they are facing.
• Board members, as mission representatives, will meet with their own mission heads to survey/ask if there are any educational issues CAJ can help the mission with.
  

The following list of questions will be used to gain valuable feedback from the founding missions. Gerald May and Karen Stoesz will edit these questions and supply them to each board member.  

1. If --- Blue Sky (If we can do anything for MK education, what would it be?)
2. SSS - use? Not use? Why?
3. Beyond Tokyo (add value), what needs to change?
4. Virtual presence in classroom/Remote/Satellite
5. What issue(s) in education have been most pressing in the past few years?
6. What is your vision for CAJ 5-10 years?
7. How do you see your role, as a founding mission of CAJ, today?

By the May 16th board of directors meeting, as much as possible, the board members will engage with their mission representative to get feedback from their mission.

The board agreed to give authority to individual board members to speak to their respective mission leadership.

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SY 16-17:90 Sobi Abraham left the meeting at 2:22 p.m.

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SY 16-17:91 Board Ends review: B 1.3 (Culture) (B 4.1.5, 4.3 Overview)

B1.3 was reviewed.

Possible rewording of B1.3 Culture: A school-wide culture which reflects board-approved values (faithfulness, caring, collaboration, diversity, excellence, and stewardship) and adaptively maintains those values in the face of changing demographic trends.

Current reading:
B1.3 Culture: An organizational culture which reflects board-approved values (faithfulness, caring, collaboration, diversity, excellence, and stewardship) and is aware of and responsive to demographic trends.

This will be revisited at the May 16, 2017 Board of Directors meeting.

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SY 16-17:92 Board Policy Review: B 4.2 (B 4.1.6)

B4.2 was reviewed.
The review of B4.2 will be continued in September, 2017.
The board members were asked to send notification of the tuition increase to their respective mission leaders on April 4, 2017 in accordance with the following policy:
  4.2.1.1 The CAJ board informs its founding missions through their Japan leadership by means of the board minutes and any other necessary documents of special correspondence, of policies, actions, or information related to CAJ’s operation, which may be considered by the board as affecting those missions in Japan or their CAJ missionary constituency in a major way. (SY07-08:151; SY 10-11:155)

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SY 16-17:93 Board compliance: B 3.1; (B 4.1.4, 4.1.6)

This item was tabled.

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SY 16-17:94 Core Values Discussion (A 4.3)

Gerald May lead in an ongoing discussion of the core values.
This discussion will continue at the May 16, 2017 Board of Directors meeting.

Value statements
About God

God/Christ centered/Foundational

About Humankind

Servanthood/created to serve

Excellence

About the Bible

Bible infused/Foundational

Salvation

By grace- community

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SY 16-17: 95 Board housekeeping (B 4.2.7)

Gerald May informed the board of the following invitation:
Invitation from Hope International School (Cambodia) Asia/Pacific Governance Retreat
Retreat days: October 2-5, 2017
Possible schedule:
October 1- members fly in
October 2 - have CAJ board meeting
Gerald May will let Hope International School (Cambodia) know that some CAJ board members will attend this retreat.

Discussion of the appropriateness of filing the Head of School employment contract in board files.

We have access to personnel files by the chair of the board, so the board does not need to keep a copy in the board files.

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SY 16-17:96 Annual agenda preparation for SY 17-18 (B 4.3.1, 4.3.2, 4.3.2.1)

Tabled until the May 16, 2017 Board of Directors meeting.

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SY 16-17:97 Monthly review of board process: Verbal (B 4.1.7)

The board process was reviewed.
Gerald May will talk with Anda Foxwell regarding the best way to communicate her continuation as interim head of school and how best to communicate an update on the head of school search.

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SY 16-17: 98 Closing prayer

Daniel Sexton closed in prayer.

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SY 16-17:99 Adjournment

MSC to adjourn. The meeting was adjourned at 4:26 p.m.

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SY 16-17:100 Signing and putting hanko on the following sets of minutes:

The board members signed the following sets of minutes:

March 7, 2017 Governance and Policy Review committee minutes
March 14, 2017 Finance committee minutes
February 14, 2017 Board of Directors minutes
February 14, 2017 Board of Directors discussion notes

Respectfully submitted,

________________________________ (seal)
Karen Stoesz-Board Secretary

________________________________ (seal)
Gerald May-Board Chair

________________________________ (seal)
Kenichi Shinagawa- Board Vice Chair

________________________________ (seal)
Daniel Sexton- Vice Chair of Finance

________________________________ (seal)
Johanna Leenders (Mieke Sasaki)- Board member

________________________________ (seal)
Joel Peterson- Board member

________________________________ (seal)
Grant Buchholtz- Board member

_____________________________(Seal)
Jaine Yeong Yueh Chung (Jaine Loh)- Board member