MICHIGAN VIRTUAL CHARTER ACADEMY

Regular Meeting Minutes

November 23,201110:00 AM

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

Birmingham, MI 48009

And via conference call at(888)824-5783x30178241#

1. Call to order - President Marlow called the regular meeting to order at 10:00 AM.Because a new Recording Secretary has not been elected to replace former Director Tina Taylor, PresidentMarlow appointed Director Tolle to take the minutes.

2. Oath of Office - Director Foster was sworn in by President Marlow.3. Roll Call:

Present: Director Marlow, Director Tolle, Director Bender, Director Pye (via conference call), andDirector FosterAbsent: Director OdumAlso Present: Stephanie Hargens (MVCA), Leslie Schott (K-12 via conference call), Jim DeKorne and Rob Kimball(GVSU), Joe Urban (Clark Hill)Dr. Brian Carpenter joined the meeting for his presentation via conference call at 11: 15 AM.

4. Approval of AgendaMotion by Director Foster to approve the Agenda as amendedSeconded by Director PyeApproved: Unanimously

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

6. Consent Agendaa. This item was moved to 7hb. Approval of October Invoicesc. Approval of October Balance Sheetsd. This item was moved to 8ae. Legislative updatef. Update on Board Liability Insuranceg. MEAP and Scantron outcomesh. Enrollment figures for MVCA online and Passport Program studentsi. Update on technology and additional furniture bids for Grand Rapids Center

Motion by Director Bender to approve the Consent Agenda as amended.Seconded by Director FosterApproved: Unanimously

7. Business Pertaining to Board Performancea. GVSU Annual Review of Board Compliancy and Board Goals

Jim DeKorne and Rob Kimball from GVSU presented the annual Contract Performance Review of MVCAwith the details in each of four Contract Standards. These are the boundaries for MVCA. As this is thefirst year of operation, the MEAP test is not indicative of the operation of the school. Instead, these arecomparative measures which serve to build the expectations for next year.

b. Election of Recording SecretaryDirector Marlow nominated Director Tolle to fill the position of Recording Secretary and openedthe floor for any other nominations. There were no other nominations.Motion by Director Bender to elect of Director Tolle as Recording SecretarySeconded by Director FosterApproved: Unanimously

c. Amendment of MVCA Bylaws Schedule 3, Article VII, Section 8.Joe Urban, board attorney, reported on the wording of the amendment pertaining to the duties of theTreasurer as was requested of him at the October Board Meeting.Motion by Director Bender to approve the resolution requesting that the board attorney, Joe Urban,send the amended Bylaws to GVSU Board of Trustees for approval at their Feb. meeting.Seconded by Director PyeApproved: Unanimously

d. Motion to approve Resolution for CAO (Chief Administrotive Officer)Director Marlow distributed the rewritten Resolution regarding the Chief Administrative Officer toreflect the amendment of the Bylaws Schedule 3, Article VII, Section 8 and which contains the budgettimeline dates for the 2012-13 school year.Motion by Director Tolle to approve the CAO ResolutionSeconded by Director PyeApproved: Unanimously

e. Motion to approve additional Board training by Brian Carpenter.Dr. Carpenter joined the meeting via conference call at 11:15 AM. He spoke to us about the next levelof Professional Development available to the Board, which is Policy Governance. He commented thatMVCA as a cyber public academy is a new classification in education and to succeed: "We have to bringour 'A Game' as a school." He believes that Policy Governance will help us to make good decisions, andhis training will show us the way to keep Management accountable. The Policy Governance Workshopproposal which includes a description and coversheet listing the 3 levels, their contents and costs, areincluded in these minutes as an addendum. Ifthe Board chooses to do the additional 12 hours oftraining (broken into 2- or 3- consecutive days/evenings, it is imperative that all Board members attendthe full amount of training or they will not understand what is happening at ensuing board meetings.The Board discussed the advantages ofthe three pricing levels for Carpenter's training session andsubsequent consulting at board meetings, comparing them with the needs of the Board. The cost forthis Board professional development will be covered by the second year of the School ImplementationGrant. Stephanie Hargens will contact Dr. Carpenter to see if he would also be agreeable to 4consecutive sessions of 3 hours each for the initial training. During the week of November zs",President Marlow will email a scheduler link to all members for them to fill in all possible meeting timesin January for the training, which will be done in the metro area.Motion by Director Foster that the Board contract with Dr. Carpenter for Level 3Seconded by Director BenderApproved: Unanimously

f. Formulation of Board Development Plan for 2011-2012 school year.President Marlow reported that the Brian Carpenter training Podcasts will be used for the majority ofthe Board Development in addition to a 12 hour (2-day or 3-day) onsite Policy Governanceimplementation workshop. She will fill in the GVSU PD worksheet and present it to the board at theDec. meeting.

g. Update on board candidate resumesPresident Marlow has received resumes for Board candidates which she passed out to each Boardmember to peruse. The candidates are:Ammon J. Wilcken - from LansingCynthia Reynolds - from DexterDirector Bender recommended that President Marlow contact each candidate and ascertain if thesecandidates can come to the December 21st MVCA Board meeting for an interview. This would enablethe Board to make a decision at the December Board meeting and request that the GVSU Board of

Trustees approve the nominee as an exigent board member until they meet at their spring meeting. Ifthere is a 3rd candidate whose resume is received before the next meeting, Director Marlow couldinclude that candidate in the interview process also at the December Board meeting.

h. Approval of Minutes of Previous Meeting (10/26/11).This item was moved from 6a of the Consent Agenda. There was an addition to the Minutes regardingthe Legislative review report and motion to publicly support 5B619. Item 8d of the October 26, 2011Board Meeting should include the statement:When asked, Mr. Robinson stated that K12, Inc. has no plans, as far as he is aware, to establish moreK12 schools in MI in the near future, if 5B619 is passed.Motion by Director Bended that the October minutes be approved as amended.Seconded by Director FosterApproved: Unanimously

8. Business Pertaining to Organizational Performancea. Update on Detroit Learning Center

This item was moved from 6d ofthe Consent Agenda because further discussion was needed. NeitherMr. Zach Wasilew, K12 Vice-President of Blended School Planning and Operations nor JP Champine, theJonesLangLaSalie broker, were able to be present due to scheduling conflicts. There was concernexpressed about erroneous facts with regard "tenant" in the counteroffer submitted to WSU, which willcause the counteroffer to be rescinded and a new one drawn up. The board has requested that theboard attorney reviews any documents as a courtesy before they are sent to WSU or any commitmentsare signed. Furthermore, no K12 legal or broker costs should be billed to the Board as it has not hiredJLL. President Marlow asked Stephanie to have K12 and JonesLangLaSalie look at other sites in case thecounteroffer is unacceptable. Joe Urban will call Jones Lang LaSalle. The board set forth the followingparameters for K12 as follows:

1. The Detroit area learning center will be in operation by September 1, 2012.2. The rent agreement negotiated between K12 and the landlord will be within the budget of M3. The learning center will serve the Detroit area Passport Program students.4. K12 will present to the board reports on gang-related issues for each proposed location.5. MVCA will provide no money to K12 for costs associated with the site until GVSU has approved theaddress.6. K12 will communicate WSU's decision on the counteroffer of the Metropolitan Center site to theMVCA board by December 21.7. K12, together with their broker, will provide the Board with a comparison of 3 possible sites inaddition to the WSU site along with K12's recommendation. This information is requested for inclusionin the next board agenda packet (deadline December 14th) so that a vote can be taken at the Boardmeeting on December 21st and any change in address can be submitted to the GVSU Board of Trusteesspring meeting for approval.

Motion by Director Bender to approve the above parametersSeconded by Director FosterApproved: Unanimously

9. Business Pertaining to Student Performancea. Board Goals

The board decided that, since developing board goals and outcomes will be part ofthe Carpentertraining, they will wait for his help and direction.

10. Authorizer's commentsJim DeKorne had no additional comments.

11. Public Comment - (non-agenda items)

There was no public comment.12. Next meeting: Wednesday, December 21,2011, 10:00 AM, Clark Hill offices (regular meeting cancelled)13. President Marlow adjourned the meeting at 1:12 PM.

The undersigned duly qualified and acting Secretary of the Board of Directors of the Michigan Virtual Charter Academyhereby certifies that the foregoing is a true and complete copy of a resolution adopted by the Board at a regular meetingheld on November 23,2011, the original of which is a part of the Board's minutes and further certifies that a notice ofthe meeting was given to the public pursuant to the provisions of the Open Meetings Act, 1976 PA 267, as amended.

cretary, Board of Directors

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.com/MVCA.