Governing Board Minutes Carden Surprise 4 5 12 Final by J7G2UPN

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									                             15688 West Acoma Surprise, AZ. 85379
                              PH 623-556-2179 FAX 623-556-2806

                   Carden Traditional School of Surprise, Inc. Governing Board

                                            Meeting Minutes

                                              April 5, 2012


 I. Call to order

         Tim Smith called to order the regular meeting of Carden Traditional School of Surprise,
         Inc. Governing Board at 11:00 a.m. on April 5, 2012 at Carden Traditional School of
         Glendale, located at 4744 W. Grovers, Glendale, AZ 85308.


II. Roll call

         Laurel MacDermott conducted a roll call. The following persons were present at Carden
         Traditional School of Glendale: Vicki McFarland, Laurel MacDermott, Secretary to Timothy
         Smith and Timothy Smith. The following persons attended via teleconference: Qualified
         Board Members Dennis Arend and Michael Emanuelli and Attorney Carlene Lowry. Sergio
         Guillen and Shannon Smith did not attend the board meeting.

         Approval of minutes from last meeting

         Each board member received a copy of the board minutes dated February 9, 2012 prior to
         today’s board meeting for review. Tim Smith made the motion to approve the minutes from
         the February 9, 2012 Board Meeting. Dennis Arend seconded the motion. All board
         members voted in favor of the motion to approve the minutes from the February 9, 2012.


III. Open Issues

         a.) None discussed at this time.




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IV. New Business

    2012-2013 Carden Traditional School of Glendale and Surprise Calendars

        Each board member received a copy of the 2012-2013 Carden Traditional School of Glendale
        and the Carden Traditional School of Surprise calendars prior to today’s board meeting for
        review. Vicki McFarland explained the differences are on the two Carden calendars. She
        asked if there were any questions and answered the questions that were asked.

        Dennis Arend made a motion to approve the Carden Traditional School of Glendale and
        Carden Traditional School of Surprise 2012-2013 school calendars.

        Michael Emanuelli seconded the motion to approve the Carden Traditional School of
        Glendale and Carden Traditional School of Surprise 2012-2013 School calendars. All board
        members voted in favor to approve the Carden Traditional School of Glendale and Carden
        Traditional School of Surprise 2012-2013 School calendars.

  Name Change of Carden Traditional School of Surprise, Inc.

        This item was on the agenda in error. The name change has already been approved via the
        December 20, 2012 board meeting by the Board Members.

  Name Change in the Policy/Procedures Manual and all other School Documents

        Tim Smith proposed and made a motion that the Policy/Procedure Manual and any other
        school documents be revised to reflect the new school name of Calibre Academy, Inc.

        Michael Emanuelli seconded the motion. All board members voted in favor of revising the
        Policy/Procedure Manual and any other school documents to reflect the new school name of
        Calibre Academy, Inc.

  Amendment for the Policy & Procedures Manual

        Each board member received a copy of the Amendment for the Policy & Procedures
        Manuals, the Use of Technology Resources in Instruction Electronic Information Services
        Agreement and Student Internet Contract prior to the board meeting for review.

        Tim Smith wanted to make the board members aware of the Amendment for the Policy &
        Procedures Manuals and explained that Arizona Department of Education mandated changes
        to amend Policy IJNDB to include the following in the areas of Safety and use of Electronic
        information Services: Education, Amend Policy IJNDB to include the following in the areas
        of Access Control:, Education, Individuals with access to EIS will receive education about
        online behavior including: Social networks Sites, Chat Rooms, Cyber bullying awareness and
        response (including anonymous reporting).
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       No vote is required for this item.

 Technology and Curriculum Agreement and Services Agreement with LMEG

       Carlene Lowry gave an overview of excess benefit transactions, potential penalties if such a
       transaction were to exist and the impact of the rebuttable presumption of reasonableness on
       the burden of proof in determining whether there an excess benefit transaction exists. She
       explained the procedures required for the Technology and Curriculum Agreement and
       Services Agreement to be approved in a manner that would establish a rebuttable
       presumption of reasonableness (including the need for an amended and restated version of
       each agreement so that the approval could occur prospectively). Carlene then explained that
       the board can do one of two things at this point. The first choice was to do nothing since the
       agreements had been approved. However, if the IRS challenged the fair market value of the
       transaction, then the burden would be on the school and LMEG to prove that the agreement
       was not in excess of fair market value. Carlene understood that the Board had obtained
       comps, but she had not seen them. Thus, if the comps were not easily comparable or there
       was only one set of comps (as compared to three or more), then it could be difficult for the
       board to prove fair market value. At a minimum, the comps and any other background
       analysis performed by the Board to determine the fair market value of the price charged under
       the agreements should be attached to the minutes so that they are easy to locate if needed in
       the future. The second choice was to amend and restate both agreements, and follow the
       steps necessary to create a rebuttable presumption of reasonableness with respect to the
       approval of the amended and restated agreements.

       Dennis Arend discussed that he had received comps and the amount of work he had done to
       understand all the services that were being provided and to determine the value of such
       services. Dennis Arend had also worked with Carden counsel Mark Bohn with respect to this
       process.

       Qualified board members Dennis Arend and Michael Emanuelli determined to discuss the
       issue with Sergio Guillen who was not present at the board meeting and to make a
       determination. The qualified board members also determined to add this item to the agenda
       of the next board meeting to ensure that the issue had been resolved.

   Trademark License Agreement between LMEG and Carden Traditional School of Surprise

       a) The Trademark License Agreement between LMEG and Carden Traditional School of
          Surprise was approved at the December 20, 2012 board meeting by the qualified board
          members.

V. Adjournment

   Timothy Smith adjourned the meeting at 11:15 a.m.

   Minutes submitted by: Laurel MacDermott
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