Harlem Hebrew Language Academy Charter School



Board of Trustees MeetingAugust 8, 20186:30 PM147 Saint Nicholas AvenueNew York, NY 10026MinutesTrustees PresentLinda AristondoWilliam AllenSara Bloom*Vanessa Goldberg-DrossmanBasil SmikleLinda Tarry-ChardAlso Present:Meghan Barrios, Interim Head of SchoolJase Cruz, Technology and Data AssociateMark Fink, Hebrew PublicShane Goldstein-Smith, Hebrew PublicJon Rosenberg, Hebrew Public**by video conference1.Call to OrderLinda Aristondo called the meeting to order at 6:37 pm and reminded everyone in attendance to sign up for public comments if they wished to speak. 2.Adoption of AgendaWilliam Allen made a motion to adopt the August 2018 Agenda. Sara Bloom seconded and the motion carried unanimously.3.Approval of MinutesWilliam Allen made a motion to approve the July 2018 Minutes. Basil Smikle seconded and the motion carried unanimously.4. Leadership Update: The board was updated on the following subjects:School leadership and the operational team are working to have everything ready when school begins for staff on August 20th and students on September 4th.Hiring for the new school year has been completed with all the positions filled; school leadership was awaiting confirmation from a few references before finalizing the last few staff agreements. Approximately 62% of the upcoming year’s staff would be consist of returning staff with the remaining 38% coming from new hires.Construction on the building rooftop playground was complete and expected to be ready for students to use on the first day of school.The agreement with the new afterschool vendor, Kids in the Game, has been finalized. Kids in the Game will be the only afterschool provider located in the school building. Other programs such as Millbank and PAL will come to pick up their students and bring them to their respective spaces. The school is in talks with other potential afterschool providers.Each member of the school leadership team will have a counterpart on the Hebrew Public CMO team and will meet with them regularly to discuss strategy, planning and implementation.School Staff will have two weeks of professional development prior to the beginning of the school year with the first week done in tandem with the CMO and the second week done exclusively by the school. Certain CMO staff will be present for both weeks.Student Recruitment continues with the community relations coordinator, Sarah Guthartz working with Hebrew Public staff member, Roger Katz to engage the local community and host activities for prospective families. Board Game night and other activities have been scheduled to introduce returning, new and prospective families.Targeted instruction will be implemented in the school with “What I need” blocks taking place weekly to get students any extra assistance they may need.The school will have a permanent floater to fill in for absent teachers and is in the process of engaging a substitute teacher service vendor to cover any unanticipated teacher absences. SEL work will continue to be emphasized at the school with Brian Murphy, the Hebrew Public Director of Social and Emotional Leaning working with assistant head of school, Shlomit Levy to implement SEL in both the general ed and Hebrew language curriculums.Veteran teacher and the new IB Program Coordinator, Marissa Kaplan, will work with Jordan Grant, Senior Director of Curriculum and Instruction at Hebrew Public to begin rolling it out at the school.5. PTO ReportThe board was briefed on the following items:The inauguration of the Celia Wickham Memorial Caregiver Fund honoring the late board member is set to take place at the end of September. A date will be announced as soon as possible.A Hebrew Public Fundraiser will take place in October 11th. The fundraiser will be aimed at raising funds for all of the Hebrew Public network schools.6. Action Items:Approval of modified mission statementThis action item has been tabled pending further discussion by the board.Adoption of resolution re: Harlem Hebrew financing with Bank of AmericaAfter a discussion about the financing of the construction of the new addition of the school’s building, Linda Aristondo made a motion to adopt the following resolution(s):HARLEM HEBREW LANGUAGE ACADEMY CHARTER SCHOOLRESOLUTIONS OF THE BOARD OF DIRECTORS August 8, 2018The Board of Directors (the “Board”) of Harlem Hebrew Language Academy Charter School (the “School”) do hereby adopt the following resolutions at a duly held and noticed meeting on the date set forth above. WHEREAS, pursuant to that certain Second Amended and Restated Sublease by and between the School and Friends of Hebrew Language Academy Charter Schools, Inc. (“FOHLA”), the School is the subtenant of those certain premises located at 147 St. Nicholas Avenue, New York, NY (the “Premises”) whereby the School maintains its facility (the “School Facility”); andWHEREAS, FOHLA has previously financed certain renovations to the Premises to accommodate the School Facility; andWHEREAS, as the School has grown over time and most recently, in connection with the School’s approval to expand to Middle School, the School requires and FOHLA has agreed to undertake the completion of certain renovations (the “Renovations”) to complete the School Facility on the Premises; andWHEREAS, FOHLA has elected to refinance its current loan and otherwise borrow funds to complete the Renovations through Bank of America, N.A. (“B of A”) which has agreed to make a loan (the “B of A Loan”) with more favorable terms to FOHLA, with such B of A Loan memorialized by a series of documents (the “Loan Documents”) which have been provided to the School for their review; and WHEREAS, to induce B of A to make the B of A Loan, B of A requires certain representations, warranties and guaranties from the School; including without limitation (as set forth in the Loan Documents), that in the event FOHLA does not perform its obligations under the Loan Documents with respect to payment of the B of A Loan, that the School will in FOHLA’s place make such payments; andWHEREAS, a series of documents memorializing the School’s obligations under the B of A Loan have been drafted and negotiated by B of A, B of A’s counsel, the School and the School’s counsel, a list of such documents set forth on Schedule 1 (the “School Transaction Documents”); and WHEREAS, in connection with the B of A Loan, the School’s counsel has been asked to deliver a legal opinion, which legal counsel has agreed to do with factual support contained in an opinion certificate signed by the School (the “Opinion Certificate”; attached hereto as Exhibit A)WHEREAS, The School will directly benefit from the B of A Loan as such B of A Loan will enable FOHLA to complete the Renovations required to the Premises to enable the Premises to operate as a School Facility that meets the needs of the School including without limitation to accommodate the School’s Middle School growth; andNOW, THEREFORE, BE IT RESOLVED, that after due deliberation and determination that the B of A Loan is in the best interest of the School and will advance the School’s interest and mission to provide high quality education to serve students and the community, the Board hereby authorizes and directs the School to execute and deliver School Transaction Documents and the Opinion Certificate; andBE IT FURTHER RESOLVED, that the School is hereby authorized and directed to execute and deliver such further agreements, assignments, pledges, instruments, consents and any other documents ancillary to the School Transaction Documents and the Opinion Certificate as are necessary, proper and/or advisable in the determination of any Proper Representative (as defined below) and the payments related thereto as set forth above; andBE IT FURTHER RESOLVED, that any directors or officers of the School (each, a “Proper Representative”), be and hereby is authorized and directed acting together or individually, to execute and deliver, the School Transaction Documents, the Opinion Certificate and any other documents consistent with the B of A Loan described above and such further agreements, assignments, pledges, instruments, consents and documents ancillary to the School Transaction Documents and Opinion Certificate necessary in the determination of any Proper Representative in the name and on behalf of the School, and to pay all such expenses and taxes as in their judgment shall be necessary, proper and advisable in order to fully carry out the intent and accomplish the purposes of the foregoing resolutions; andBE IT FURTHER RESOLVED, that all actions heretofore taken by any Proper Representative, for and on behalf of the School in connection with the B of A Loan, including, but not limited to, the negotiation and execution of School Transaction Documents and Opinion Certificate shall be and hereby are ratified and approved, and that the authority given hereunder shall be retroactive and any and all acts hereunder performed prior the passage of these resolutions are hereby approved.Vanessa Goldberg-Drossman seconded and the motion carried unanimously.7.Public CommentsNone.8. Staff CommentsNone9. AdjournmentLinda Aristondo made a motion to adjourn the meeting at 8:17 PM. Basil Smikle seconded and the motion carried unanimously. ................
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