Rising Tide Charter Public School
RISING TIDE CHARTER PUBLIC SCHOOL
Minutes
Board of Trustees Meeting
January 25, 2016
Narrative Mission Statement:
What is the purpose of the school?
“…The Rising Tide Charter School provides students with community-based
education each day, using the Town of Plymouth as a local yet dynamic textbook
which will provide fertile ground for the development of higher-order thinking
skills.”
Leadership and Governance:
“In accordance with MA Charter School Law, the Board of Trustees is ultimately
accountable for the school’s educational mission, performance and adherance to
it’s Charter.”
Call to Order
Chairman, Harry Salerno called the meeting to order at 7pm. In attendance were Harry Salerno, Matt Quinn, Chrissy Gurney, Roy Bruninghaus, Sharon Riley, Chris Schelleng and Sandy Kozlowsky. Also in attendance were Jill Crafts, Head of School; and Eric Mello, Business Manager.
Approval of Minutes
Roy Bruninghaus made a motion to approve the December minutes. Matt Quinn seconded the motion. All voted to approve the December minutes. Sharon Riley abstained from voting.
Old Business
Sharon Riley made a motion to change the Board of Trustees By-Laws term limits from three, three year terms to three, four year terms. Roy Bruninghaus seconded the motion. All voted in favor to change the term limits from three, three year terms to three, four year terms.
Financials
The state reduced the per pupil tuition amount by $329. The school currently has more students than were budgeted for, so the impact on the budget will be minimal.
The school received $13,419 from FEMA for last winter’s storms.
Sharon Riley made a motion to accept the December financials. Roy Bruninghaus seconded the motion. All voted in favor to accept the December financials.
Facilities
The roof on the Middle School building is surviving the winter without any leaks.
School Report
The end of the second semester was Friday January 22.
Eleven senior students did an internship for the first half of the year. They all made an end of the semester presentation about their experience.
Middle School students participated in National History Day.
The Upper School had an end of the semester showcase featuring artwork, music and dance productions by the students.
New Building Update
The school’s Letter of Intent to purchase the PartyLite building has been accepted. The school has received a Letter of Intent from Henry Stout to purchase the Middle School building and the Lot at 1 Resnik Road.
Eric has already talked to our lenders. Financing should be able to move from the current building project to the PartyLite building.
Eric has applied to go before the Design Selection Board for Architect selection.
The PartyLite building is 100,000 square feet and sits on 18 acres. There is plenty of space in the building for the Middle School and Upper School, plenty of parking, space for athletic fields and possibly a separate gym building.
The school is currently working on a Purchase and Sale agreement. The purchase price for the PartyLite building is $8.6 million. The possible closing date is October 18, 2016. Anticipated move in date would be September 2017.
The following votes were taken to move forward with the purchase of 59 Armstrong Road:
1. Reimbursement Resolution
Harry Salerno, the Chairperson of the Board of Trustees of Rising Tide Charter Public School (the “Board”), then announced that the next business to be transacted was the approval of a reimbursement resolution in connection with the purchase and development of new school facilities at 59 Armstrong Road in Plymouth. [SUMMARY OF DISCUSSION - so that public can understand and include minority/majority positions]. After discussion, the members, by [UNANIMOUS VOTE/VOTE OF __ TRUSTEES], took the following action:
WHEREAS, Rising Tide Charter Public School (the “School”) and/or Plymouth Rising Tide Foundation Corporation (the “Foundation”) expect to purchase and develop new school facilities, including, without limitation, school buildings and parking, at the property located at 59 Armstrong Road in Plymouth, MA (the “Property”) and the development of the new school facilities thereon (collectively, the “Project”).
NOW, IT IS THEREFORE:
VOTED: That the School and/or the Foundation reasonably expect to incur debt to reimburse expenditures (including expenditures made within the last sixty (60) days) temporarily advanced from internal funds for the Project. The maximum principal amount of debt expected to be issued for the Project, including for reimbursement purposes, is Twenty Million Dollars ($20,000,000.00).
Chris Schelleng made a motion to accept the vote as written. Roy Bruninghaus seconded the motion. All voted in favor to accept the vote as written.
VOTED: That this vote is intended to be a declaration of intent pursuant to Treas. Reg. Sec. 1.150-2 and §54A(d)(2)(D) of the Internal Revenue Code to reimburse the School for original expenditures it incurs with respect to the Project with proceeds of any qualified tax credit bonds and any tax exempt bonds.
Sharon Riley made a motion to accept the vote as written. Roy Bruninghaus seconded the motion. All voted in favor to accept the vote as written.
VOTED: That this resolution shall take effect immediately.
Sharon Riley made a motion to accept the vote as written. Matt Quinn seconded the motion. All voted in favor to accept the vote as written.
2. Offer to Purchase; Purchase and Sale Agreement
VOTED: That the School ratify the prior submission on January 13, 2016 of an Offer to Purchase (the “Offer”), with respect to the purchase of Property, a copy of which is attached hereto as Exhibit A. The Offer has been accepted by the owner of the Property.
Matt Quinn made a motion to accept the vote as written. Sharon Riley seconded the motion. All voted in favor to accept the vote as written.
VOTED: That the School approve the assignment of all or part of the School’s rights under the Offer to the Foundation, in consideration of the Foundation’s assumption of the liabilities thereunder.
Sharon Riley made a motion to accept the vote as written. Matt Quinn seconded the motion. All voted in favor to accept the vote as written.
VOTED: That to the extent the School is a party to the Purchase and Sale Agreement (the “P&S”) to purchase the Property, any one or more Authorized Officer is hereby authorized to execute and deliver the P&S on behalf of the School, provided that the P&S is consistent in all material respects with the Offer.
Chris Schelleng made a motion to accept the vote as written. Roy Bruninghaus seconded the motion. All voted in favor to accept the vote as written.
VOTED: That to the extent the School is a party or has rights under the P&S any one or more Authorized Officer may exercise all rights of the School under the P&S and may elect to take any action and make any determinations which may be necessary or convenient in connection with the P&S, including without limitation (i) entering into agreements with entities providing environmental, geotechnical, hazardous materials, survey or title services in connection with the Property, (ii) terminating the P&S on or prior to the end of the Due Diligence Period (as defined in the Offer), (iii) exercising the School’s rights to extend the closing date as provided in the Offer and shall be provided in the P&S, and (iv) (iv) exercising the School’s rights under, or entering into supplemental agreements with respect to, the P&S, including, without limitation, extensions of the Due Diligence Period or other deadlines for performance thereunder.
Chris Schelleng made a motion to accept the vote as written. Sharon Riley seconded the motion. All voted in favor to accept the vote as written.
VOTED: That the Board approve the selection and employment of such additional consultants, contractors and professionals in connection with the Project, and authorize any Authorized Signatory to execute and deliver contracts, agreements, documents, certificates and instruments with consultants and professionals retained by the School and/or the Foundation in connection with the Project, in each case containing such terms as the Authorized Signatory may determine, in his or her sole discretion.
Matt Quinn made a motion to accept the vote as written. Chris Schelleng seconded the motion. All voted in favor to accept the vote as written.
VOTED: That the Board approve the assignment of all or part of the School’s rights under such contracts, agreements, documents, certificates and instruments with such consultants and professionals, to the Foundation, in consideration of the Foundation’s assumption of liabilities thereunder.
Roy Bruninghaus made a motion to accept the vote as written. Sharon Riley seconded the motion. All voted in favor to accept the vote as written.
3. Authorized Signatories
VOTED: That Jill S. Crafts, the Head of School, and Harry Salerno, the Chairperson of the School (the “Authorized Signatories” and each an “Authorized Signatory”) are, and each of them, acting singly, hereby is authorized (i) to sign, seal, make oath to, acknowledge, deliver and file any and contracts, agreements, documents, certificates and other instruments of every nature, which may be deemed by any Authorized Signatory, in his or her sole discretion, to be necessary, convenient or proper to consummate the transactions authorized by the foregoing votes, and (ii) to take such further action or to cause such further action to be taken, to make such determinations, and to provide such information to other parties, as may be deemed by any Authorized Signatory, in his or her sole discretion, to be necessary, convenient or proper to effectuate the purposes of these votes, including such consents and approvals and the payment of such costs and expenses as may be deemed by any Authorized Signatory, in his or her sole discretion, to be necessary or appropriate to carry out the transactions authorized at this meeting.
Chris Schelleng made a motion to accept the vote as written. Sharon Riley seconded the motion. All voted in favor to accept the vote as written.
VOTED: That the signature of any Authorized Signatory, in accordance with the foregoing vote shall be conclusive evidence of the approval of the form, of all of the terms, provisions, conditions, and of the signing, execution, ensealing and delivery thereof for and in the name of, and on behalf of the School.
Chris Schelleng made a motion to accept the vote as written. Matt Quinn seconded the motion. All voted in favor to accept the vote as written.
VOTED: That any and all previous actions taken in connection with the foregoing votes by any Authorized Signatory, or any officer or Trustee of the School are hereby ratified and confirmed.
Sharon Riley made a motion to accept the vote as written. Roy Bruninghaus seconded the motion. All voted in favor to accept the vote as written.
Adjourn
Matt Quinn made a motion to adjourn. Roy Bruninghaus seconded the motion. All voted in favor to adjourn.