Michigan Virtual Charter Academy

Regular Meeting Minutes

October 26, 201110:00 AM

Clark Hill Law Offices151 S. Old Woodward Ave., Suite 200

Birmingham, MI 48009

If unable to attend in person, please participate via conference call at(888) 824-5783 x30178241#

Some business reports will be given by using the following link:https://sas.elluminate.com/m.jnlp?sid=559&password=M.66CD202B4FD5DA502FCBB5E21768D3

1. Call to Order- President Marlow called the regular meeting to order at 10:13AM. Because the RecordingSecretary, Tina Taylor, has resigned from the Board, President Marlow appointed Director Tolle to take theminutes.

2. Oath of Office - Sa'Keenha Odum was sworn in by President Marlow.3. Roll Call

Present: Director Marlow, Director Tolle, Director Foster, Director Odum, Director Pye (10:33), Director Bender(10:35)Absent: NoneAlso Present: Stephanie Hargens and Susan Brown (MVCA), Jim DeKorne (GVSU), Randy Grieser (Northern Reg.Director of Special Services- K-12), Joe Urban (ClarkHiII); Kelly Gnepper (K12) and Jon Robinson (Dep. Dir. ofGovt. Affairs-K12) via conference callPublic: Chaz Musey (Falcon Research) and Craig Steenstra (Kent ISD) via conference call

4. Approval of AgendaMotion by Director Tolle to approve the agendaSeconded by Director FosterApproved: Unanimously

5. Public Comment (limited to agenda items)There was no public comment.

6. Consent Agendaa. Approval of Minutes of Previous Meeting - September 28,2011b. Motion to approve the September invoicesc. Motion for Board to participate in GVSU Academic Grant program 2011-12d. Update on Detroit Learning Centere. Update on Board liability insurance

President Marlow passed out additional info and suggested that this item be put on the agenda for nextmeeting also.

f. MEAP and Scantron outcomesg. Enrollment figures for MVCA online and Passport Program students

Motion by Director Foster to approve all items in the Consent AgendaSeconded by Director OdumApproved: Unanimously

7. Business Pertaining to Organizational Performancea. Motion to approve the 1st Quarter Financial Statement

The word "Notices" will be removed from line item 241/5990. Kelly Gnepper is now including a monthlyCash Flow Report as requested by Treasurer Bender. There are unapproved invoices as of Sept. 30, 2011,which are the Sept. K12 invoices of $733K; Kelly will make the changes in the Cash Flow Report. Thestatement now shows that K12 is no longer doing a "crosswalk" from K12's method to MVCA - MI Chart of

Accounts as recommended in the audit report; the required MI method of reporting fixed assets asexpensed will be in the books for Oct., according to her.Motion by Director Bender to approve the financials as presented.Seconded by Director TolleApproved: Unanimously

b. Motion to approve Committee recommendations on furniture and technology competitive bidsCommittee recommends that Kentwood Furniture be selected to supply office furniture and additionalstudent cubicles. Susan Brown also reported that more teacher cubicles are needed and that the committeehas decided to ask the same three furniture companies (Kentwood Furniture, SBD Commercial Interiors andWorkplace Interiors) to bid for these new items. The committee isn't ready yet to make a recommendationfor the proposed technology purchases pending further review of a few items in the proposed bids by CoreyCowell; it will reconvene and make a decision when Corey has the information for the committee.Motion by Director Foster that the board approve Kentwood Furniture as specified for furnitureSeconded by Director PyeApproved: Unanimously

8. Business Pertaining to Board Performancea. Attendee comments on Brian Carpenter seminar

Discussion by board members re: useful tools learned at Brian Carpenter seminar on Oct. 1st which theywould like to see put into practice at board meetings.

b. Motion to appoint new CAOJoe Urban stated that the Treasurer is presumed to be acting prudently and in the best interests of theschool and that his job is to assure that all duties are being properly discharged by the K12 accountant. Theboard asked Joe to look at the Bylaws to see where and/or how things can be modified in a way that GVSU'sBoard of Trustees would permit. This can also be done by inserting specific language into the CAOResolution, such as " ...shall perform or cause to have performed ...". Joe will work with the President toformulate a recommendation at the Nov. meeting.

c. Discussion of Policy of Board Ethics and ConductPresident Marlow asked for a discussion re: the board ethics and conduct policies ofthe NSBA and the MIChapter of same as samples from which our own policy can be developed. Directors Tolle and Pye asked fora deferment of the discussion of what kind of policy would suit us as a board until the Jan. meeting.

d. Legislative review report and motion to publicly support SB 619Jon Robinson presented his assessment of 5B619 and answered specific board questions. When asked, Mr.Robinson stated that K12, Inc. has no plans, as far as he is aware, to establish more K12 schools in MI in thenear future, if 5B619 is passed. After he left, the board discussed the bill and its impact on MVCA and MIeducation in the future. The board also decided to seek PD in public relations from GVSU; board attorney,Joe Urban, agreed.Motion by Director Tolle to approve the Board Resolution in support of 5B619, written by Joe Urban (seeattached).Seconded by Director FosterApproved: Unanimously

e. Process and timeline for filling vacancy from Director Taylor resignationThe board agreed to have resumes of potential candidates to President Marlow for board review at the Nov.meeting. The board will plan on interviewing the candidates at the Dec. meeting. It was agreed that theboard will work on getting more than one resume for review.

9. Business Pertaining to Student Performancea. Discussion of data metrics committee report

Mary Tolle briefly reported on her discussion re: data metrics with Brian Carpenter. He suggested thefollowing outcomes:

i. Mastery of K12 curriculum objectives, especially those outcomes 'lot measured by routine standardmeasures; that a proxy measure should be used even if it is not measurable;

ii. The Passport Program will produce results that are comparable to the best high school remediationprograms in the country within the limits of its school's resources.

Stephanie will look at growth. Director Foster suggested that a proficiency requirement should be included;Stephanie will work on this proficiency definition.

b. Certificate of CompletionRandy Grieser stated that approving such a plan will put MVCA into compliance with meeting Mllaws andregulations.Motion by Director Odum that MVCA make available to students, who meet the state criteria for cognitivedelay, the option of a Certificate of Completion which meets the MI Special Education lawsSeconded by Director FosterApproved: Unanimously

c. Personal CurriculumMotion by Director Foster that MVCA adopt the Personal Curriculum planSeconded by Director TolleApproved: Unanimously

10. Authorizer's commentsa. GVSU will give the board its annual assessment at the Nov. meeting. Jim will report on the board's

Charter compliance and review board goals.b. National School Choice Week is in Jan.; GVSU will take care of making a donation on their website.

11. Public Comment (non-agenda items)a. President Marlow proposed that the board have an election at the Nov. meeting for Recording

Secretary. Please ask any nominee in advance.b. President Marlow urged board members to make it a personal goal to arrive at Clark Hill for the board

meetings by 9:45AM so that meetings can begin promptly at lOAM as scheduled. Board meetings mustbegin on time.

c. Susan Brown reported that she only has an estimate of $35,000+ from PESGfor the MEAP proctoringcosts, not a final invoice. The board agreed that she could have the authority to wire transfer the finalinvoice payment to PESG'sbank account when it arrives, after emailing the invoice to the President andTreasurer for approval by one of them.

12. Next Meeting: Wednesday, November 23rd, lOAM, at Clark Hill offices

December meeting tentative scheduled for Dec. zi", not Dec. zs"; lOAM, at Clark Hill offices13. President Marlow adjourned the meeting at 1:57PM.

The undersigned duly qualified and acting Secretary of the Board of Directors of the Michigan Virtual Charter Academy,hereby certifies that the foregoing is a true and complete copy of a resolution adopted by the Board at a regular meetingheld on October 26,2011, the original of which is a part of the Board's minutes and further certifies that a notice of themeeting was given to the public pursuant to the provisions of the Open Meetings Act, 1976 PA 267, as amended.

Minutes available at:Michigan Virtual Charter Academy, 678 Front Avenue NW, Suite 190, Grand Rapids, MI 49504, and on the MichiganVirtual Academy website, www.K12.comfMVCA