BOARD OF GOVERNORS VIRTUAL PREPARATORY ACADEMY at …

Governing Board Meeting

VPA Monterey

Date: 28 July 2020

BOARD OF GOVERNORS

VIRTUAL PREPARATORY ACADEMY at MONTEREY

SPECIAL BOARD MEETING AGENDA

Location: Conference Call

+1 888-585-9008

Conference Room ID#: 404245753

5 p.m., Tuesday, July 28th, 2020

NOTICE: Individuals wishing to speak at the Board Meeting are encouraged to sign up 24 hours in

advance of the meeting. Individuals wishing to speak may call (888) 628-2542 and list their names for public input during the meeting.

Meeting Called to Order at: ______ PM

Voice Roll Call

Board Member Present Absent Position

Bruce Whitten Chair

Corey Gosser Member

Christopher Smith Member

Adoption of Agenda

Board Member Moved Second Aye No Abstain

Bruce Whitten

Corey Gosser

Christopher Smith

Approval of Minutes – Regular Board Meeting – Tuesday, June 16, 2020 5:00 p.m. PST


Bruce Whitten

Corey Gosser

Christopher Smith

Public Speakers Speakers to items for action on this agenda should plan to call the indicated conference call number on the agenda and join by conference call at the beginning of the meeting at the time indicated. Speakers to items

not on the agenda for action will be heard at the conclusion of the public input period. Each speaker is

allowed a maximum of three minutes for his or her comments. Accommodations are made for translation and for those needing assistance. Each speaker may only make a single appearance at each

Board Meeting. Exceptions are made for items labeled “Public Hearing”.


VPA Monterey

Date: 28 July 2020

New Business for Action

28.07.1 Legislative Update AB77 and SB98 Information Item: Current school funding laws have been changed due to recent passage of California Budget Trailer

Bills recently passed by the California Assembly and Senate. The laws modified the California

Education Code and have been implemented for the 2020-2021 school year for all schools.


Bruce Whitten

Corey Gosser

Christopher Smith

28.07.2 Approval of appointment of Michelle Romaine as the Head of School of Virtual

Preparatory Academy at Lucerne. Michelle Romaine’s resume is attached for the Board’s consideration. This will be a shared position

between two schools due to the change in the school funding mechanism by the state of California.


Bruce Whitten

Corey Gosser

Christopher Smith

28.07.3 Employee Sharing Agreement.


Bruce Whitten

Corey Gosser

Christopher Smith

28.07.4 Resolution for Monterey Bank account.


Bruce Whitten

Corey Gosser

Christopher Smith

Motion for Adjournment

Meeting adjourned at: _____ PM


Bruce Whitten

Corey Gosser

Christopher Smith


VPA Monterey

Date: 16 June 2020

BOARD OF GOVERNORS

VIRTUAL PREPARATORY ACADEMY at MONTEREY

MINUTES OF THE REGULAR MEETING AGENDA

Location: Conference Call

+1 888-585-9008

Conference Room ID#: 404245753

5 p.m., Tuesday, June 16, 2020

NOTICE: Individuals wishing to speak at the Board Meeting are encouraged to sign up 24 hours in

advance of the meeting. Individuals wishing to speak may call (888) 628-2542 and list their names for public input during the meeting.

Meeting Called to Order at: _5:00_ PM

Voice Roll Call

Board Member Present Absent Position

Bruce Whitten X

Chair

Corey Gosser X

Member

Christopher Smith X

Member

Adoption of Agenda ADOPTED


Bruce Whitten X

Corey Gosser X X

Christopher Smith X X

Approval of Minutes – Special Board Meeting - Thursday, June 4, 2020 5:00 p.m. PST ADOPTED


Bruce Whitten X

Corey Gosser X X


Public Speakers Speakers to items for action on this agenda should plan to call the indicated conference call number on the

agenda and join by conference call at the beginning of the meeting at the time indicated. Speakers to items

not on the agenda for action will be heard at the conclusion of the public input period. Each speaker is allowed a maximum of three minutes for his or her comments. Accommodations are made for

translation and for those needing assistance. Each speaker may only make a single appearance at each

Board Meeting. Exceptions are made for items labeled “Public Hearing”.


VPA Monterey

Date: 16 June 2020

16.06.1 ADOPTED

Consent Items

Items for action below are assigned to be adopted by a single vote. Any item may be pulled from

consent for further discussion by any Board Member at any time before action is taken.

1. 2020-2021 Board Meeting Dates

2. Calendar of Formative Testing

3. Independent Study Policy

4. Independent Master Agreement


Bruce Whitten X

Corey Gosser X X


New Business for Action

16.06.2 Approval of Home Office Stipend Proposal. ADOPTED


Bruce Whitten X

Corey Gosser X X


16.06.3 Form 700 Introduction

Information Item:

The State of California as of January 1, 2020 requires all Charter School Board members and

selected school administrative staff to file the Fair Political Practices Commission Form 700

16.06.4 LCAP – COVID 19 Report ADOPTED

Due to the COVID 19 Pandemic and its effect on schools the Governor of California decreed that

a COVID 19 report of interventions taken will take the place of the normally required LCAP.


Bruce Whitten X

Corey Gosser X X


16.06.5 Approval of Payroll Banking forms. ADOPTED

This motion if approved will provide the payroll company access to funds through the bank

impound account and check issuing authority to meet school employee payrolls.


Bruce Whitten X

Corey Gosser X X



VPA Monterey

Date: 16 June 2020

16.06.6 Approval of Staff Compensation Structure Proposal. ADOPTED

The teacher compensation study sets the foundation for the compensation levels for teachers

providing services to students for the FY 21 academic year.


Bruce Whitten X

Corey Gosser X X


16.06.7 Approval of Health Benefits Proposal. ADOPTED

The benefits proposal sets the foundation for the offering of benefits to all employees. This

outlines the total benefits package that employees would be eligible for.


Bruce Whitten X

Corey Gosser X X


16.06.8 Approval of 2020-2021 School Calendar. ADOPTED

Annual school calendars must be approved by the Board before July 1 of each year for the

following year. Each calendar must meet the statutory minimum of 175 instructional school

days.


Bruce Whitten X

Corey Gosser X X


Instruction Report ………………… Shannon McElwain

Operations Report ………………… Chad Predix

Finance Report ………….................. Michael Smith and Thorne Perun

Motion for Adjournment

Meeting adjourned at: _5:24_ PM


Bruce Whitten X

Corey Gosser X X


Michelle Romaine San Marino, CA 91108

626-429-1249 [email protected]

SUMMARY

15+ years of experience in E-learning, leadership, management, staff development, parent and student relations, school

and business development, marketing, and creating innovative procedures for large teams. Developed national

onboarding playbooks and online training portals for staff training, development, and accountability. Committed to

education and providing opportunities for student achievement.

PROFESSIONAL HISTORY

Deputy Head of School, Accel Schools, Independence, OH

January 2019 – Present

Deputy Head of School role supported operations for California and Arizona schools. Managed and oversaw board

documents and relations as they pertain to California and Arizona compliances. Reviewed and verified information

related to student records, transcripts, and diplomas. Responsible for teacher candidate interviewing and collaboration

with Accel staff for hiring.

• Supported California and Arizona Online School Operations.

• Point of Contact for Board relations and communications.

• Organized Board agenda and Board item tracking.

• Evaluated student records, transcripts, and diplomas.

• Developed forms and procedures for ADA.

• Supported teacher candidate interviewing.

• General education problem resolution.

Director of Business Development, Inversiones Internacionales Integrales, Chile, South America

January 2016 – December 2019

Introduced global industry standards to create new partnerships while managing multi-cultural teams. Responsible for

establishing a commercial greenhouse operation in northern Patagonia. Created impactful social change through

integrating business and technology in sectors using anachronistic methods.

• Developed and maintained relationships with existing client base at all levels of the business line.

• Developed methodologies and utilized analysis to respond to competitive landscape, leading to a partnership with

Cencosud, S.A.

• Designed and implemented developed best practices and training for field team.

• Management of partnerships includes the purchase, sale, import, export, distribution, consignment, representation or

brokering in any kind of domain or its attributes.

28.07.2

Senior Marketing Manager, K12 Inc., Herndon, VA

April 2010 – December 2015

Developed a national onboarding playbook and an online training portal based on the model I created in California.

Implemented an ongoing Professional Development program for the national marketing team, utilizing subject specific

experts. Onboarded and managed 65+ social media accounts and utilized CMS to maintain national website pages in 36

states.

• Created and executed Local Development Managers (LDM) Training

• Created and managed Local Development Training Portal

• Co-created Event Life Cycle Marketing Manual

• Created and facilitated Professional Development training for field marketing team

• Managed National company website updates

• Created, implemented, and managed training for all K12 Network School Facebook Pages

• Managed procurement for field marketing team and Regional Marketing Directors utilizing Oracle E-Business Suite

Local Development Manager, K12 Inc., Herndon, VA

Promoted from Teacher, October 2005 – April 2010

• Created Point of Contact (POC) Teams to execute marketing events and objectives

• Designed and implemented new marketing event formats

• Coordinated and executed statewide, regional and local marketing events to drive acquisition enrollments and support

school retention

• Developed new opportunities and relationships with key influencers to build the school brands and drive acquisition

• Facilitated effective communication and coordination for marketing objectives between K12 Corporate Marketing and

School Leadership

Teacher and Student Achievement, California Virtual Academies, Simi Valley, CA

September 2003 – October 2005

• Assisted Master Teacher of Student Records with the review of Student Work Records and Independent Study of Master

Agreements

• Hosted Face to Face meetings with students and families to review progress and work records

• Created and hosted local marketing events for enrolled and prospective families

• Procured and executed state testing facilities

EDUCATION - CREDENTIALS

Master of Arts, Instructional Technology 1999 California State University of Los Angeles

Clear Cross Cultural, Language and Academic Development Certificate 1995 California Commission on Teacher

Credentialing

Professional Clear Multiple Subject Teaching Credential 1993 National University, School of Education

Bachelor of Arts, Childhood Development 1992 California State University of Los Angeles

28.07.2

159348.00101/123580333v.1

MEMORANDUM OF UNDERSTANDING

BY AND BETWEEN ELITE ACADEMIC ACADEMY ADULT WORKFORCE

INVESTMENT CHARTER SCHOOL DBA

VIRTUAL PREPARATORY ACADEMY AT LUCERNE AND

VIRTUAL PREPARATORY ACADEMY AT MONTEREY

This Memorandum of Understanding (“MOU”) is entered into on July ___, 2020 by and

between Elite Academic Academy Adult Workforce Investment Charter School dba Virtual

Preparatory Academy at Lucerne (“VPAL”) and Virtual Preparatory Academy at Monterey

(“VPAM”). VPAL and VPAM are sometimes each referred to herein as “Party” or, collectively,

as the “Parties”.

WHEREAS, VPAL is a California charter school operating pursuant to a charter

authorized by Lucerne Valley Unified School District;

WHEREAS, VPAM is a California charter school operating pursuant to a charter

authorized by Bradley Union School District;

WHEREAS, VPAL and VPAM desire to share services provided by certain personnel

employed by VPAM; and,

WHEREAS, it is the intent of the Parties that VPAL reimburse VPAM for a portion of

the compensation and benefits of shared personnel based upon the relative amount of time spent

by shared personnel for each of the Parties.

NOW, THEREFORE, IN CONSIDERATION of the mutual agreements and covenants

contained herein, VPAL and VPAM hereby agree as follows:

1. Shared Personnel.

(a) VPAM shall supply to VPAL the services of persons previously identified and

mutually agreed upon as well as other qualified personnel reasonably acceptable to VPAL (the

“Shared Personnel”).

(b) VPAM shall make commercially reasonable efforts to maintain the employment

of the Shared Personnel during the term of this MOU and shall be responsible for maintaining

personnel files for the Shared Personnel. VPAM shall assume sole responsibility for the direct

payment of wages and employee benefits to the Shared Personnel and shall, with respect to said

personnel, be responsible for withholding federal, state and local income taxes, social security,

Medicare taxes and all other required withholdings and other payments related to employment of

the Shared Personnel. The Parties shall both be responsible for maintaining worker’s

compensation insurance coverage for the Shared Personnel in an amount and on such terms as

required by state law.

(c) Shared Personnel shall be employed by VPAM upon terms substantially

consistent with similarly situated employees. VPAM shall consult with VPAL regarding any

changes in salary or benefits as well as any discretionary payments such as bonuses.

28.07.3

159348.00101/123580333v.1

(d) VPAL shall reimburse VPAM a proportionate share of all compensation paid by

VPAM to Shared Personnel as well as all expenses associated with said employment including

without limitation all employee benefits, such as health insurance and 403(b) matching

payments, if any. Reimbursement of VPAM by VPAL shall be as follows:

i. VPAL’s proportionate share shall be calculated based upon the relative

number of ADA served by the Shared Personnel when providing services under VPAL as

compared to the number of ADA served by the Shared Personnel when providing

services under VPAM.

ii. At the outset of each academic year or at the outset of a hiring period for

new Shared Personnel, the Parties shall, in good faith, agree upon a monthly estimate of

VPAL’s share of salary and expenses of said Shared Personnel. At the end of each

academic year, but by no later than the following December 31 of that year, or at the end

of a hiring period, the Parties shall agree upon any amounts necessary to true up the total

amount actually owed by VPAL to VPAM for the academic year or hiring period based

upon the Parties’ P2 certified enrollment. If, as a result of the agreed upon monthly

estimated payments, VPAL has overpaid for Shared Personnel, VPAM shall refund to

VPAL the amount of overpayment. If, as a result of the agreed upon monthly estimated

payments, VPAM has underpaid for Shared Personnel, VPAL shall pay to VPAM the

remaining amount due for that academic year or hiring period. VPAM shall invoice

VPAL for all amounts due.

iii. VPAL shall not directly pay Shared Personnel without VPAM’s consent.

iv. VPAL shall comply with all applicable federal, state and local laws with

respect to the Shared Personnel.

2. Term. Unless earlier terminated by mutual agreement of the Parties, this

MOU shall continue in full force and effect so long as VPAL utilizes the services of Shared

Personnel.

3. Early Termination. Either Party may terminate this MOU upon sixty (60) days

prior written notice to the other.

4. Direct Hiring. VPAL agrees not to hire, extend gratuities and/or solicit for hire

any of the Shared Personnel without the prior express written consent of VPAM.

5. Indemnification. The Parties shall defend, indemnify and hold one another

harmless from all claims, liabilities, suits, losses, damages and governmental enforcement

actions to which either Party may be subjected as a result of the other Party’s failure, of any kind,

to abide by or comply with any laws and regulations applicable to the Shared Personnel;

negligence with respect to the Shared Personnel; or, intentional misconduct with respect to the

Shared Personnel.

6. Entire Agreement. This MOU constitutes and represents the entire agreement

between the Parties hereto and supersedes any prior understandings or agreements, written or

oral, between the Parties hereto with respect to the subject matter of this MOU. This MOU may

28.07.3

159348.00101/123580333v.1

only be amended by an agreement in writing executed by the Parties hereto. The enforceability,

invalidity, or illegality of any provision of this MOU shall not render any other provisions

unenforceable, invalid or illegal.

7. Assignment. Neither Party shall assign any of its rights or obligations under this

MOU without the prior written consent of the other Party, which consent shall not be

unreasonably withheld. Nothing in this MOU, whether express or implied, is intended to confer

any rights or remedies under this MOU on any person or party other than the Parties hereto and

their respective successors.

8. Waiver. No waiver of any provision of this MOU shall be effective unless it is in

writing, signed by the Party against whom it is asserted, and any such written waiver shall only

be applicable to the specific instance to which it is related and shall not be deemed to be a

continuing or further waiver.

9. Severability. Each and every covenant and agreement set forth herein shall be

separate and independent from any other and the breach of any covenant or agreement shall in no

way or manner discharge or relieve the performance of any other covenant or agreement.

10. Headings. Captions and articles headings contained in this MOU are for

convenience and reference only and in no way define, describe, extend or limit the scope or

intent of this MOU nor the intent of any provision hereof.

11. Notice. Any and all notices or other communications required or permitted to be

delivered hereunder will be deemed properly delivered (a) upon personal delivery with written

confirmation of delivery, (b) three days after mailing first class mail, postage prepaid, or (c) upon

delivery when sent by next day or overnight mail or delivery with written confirmation of

delivery, to the Parties as set forth below:

If to VPAL, to: Attn: School President____________________

____________________

____________________

With a copy to: Attn: School Attorney

If to VPAM, to: Attn: School President____________________

____________________

____________________

With a copy to: Attn: School Attorney

Each Party may change the name and address of the designee to whom notice shall be given by

giving written notice of such change to the other Party.

28.07.3

159348.00101/123580333v.1

12. Relationship. Both Parties agree that this MOU is not intended to create nor

shall it be deemed or construed to create any relationship between the Parties other than that of

independent entities contracting with each other solely for the purpose of effecting the provisions

of this MOU. Neither the Parties hereto, nor any of their respective employees, shall be

construed to be an agent, employer or representative of the other, nor will either Party have any

express or implied right of authority to assume or create any obligation or responsibility on

behalf of or in the name of the other Party.

13. Governing Law and Jurisdiction. This MOU shall be governed by the laws of

the state of California. The Parties agree that federal and state courts of California, or a mediator

or arbitrator within California, shall have jurisdiction to hear and determine any suit, action or

proceeding and to settle any dispute between them that arise out of or in connection with this

MOU.

IN WITNESS HEREOF, the Parties have executed this MOU on the date(s) indicated

below:

Date: __________, 2020 ELITE ACADEMIC ACADEMY ADULT WORKFORCE

INVESTMENT CHARTER SCHOOL dba Virtual

Preparatory Academy at Lucerne

By: __________________________

Its: __________________________

Date: __________, 2020 VIRTUAL PREPARATORY ACADEMY AT

MONTEREY

By: __________________________

Its: __________________________

28.07.3

V. Prep. Monterey Resolution to Establish BankAccount

Page 1 of 2

Virtual Preparatory Academy at Monterey

RESOLUTION TO ESTABLISH A BANK ACCOUNT

WHEREAS, Virtual Preparatory Academy at Monterey is a California nonprofit public benefit

corporation that operates as a California public charter school; and

WHEREAS, Virtual Preparatory Academy at Monterey’s charter was approved by the Bradley Union

Elementary School District on September 25, 2019; and

WHEREAS, On June 4, 2020, Virtual Preparatory Academy at Monterey entered into an Educational

Products, Administrative and Technology Services Agreement (“Services Agreement”) with Accel

Online California LLC, a Delaware limited liability company (“Accel”); and

WHEREAS, pursuant to Section 1.2(a)(ii) of the Services Agreement Accel shall provide Business

Administration services to Virtual Preparatory Academy at Monterey which is defined as,

“Administration of all business operations of the School subject to the direction of the School”; and

WHEREAS, pursuant to Section 1.5 of the Services Agreement, Virtual Preparatory Academy at

Monterey provides Accel with, “such authority and power as is necessary and proper for [Accel] to

undertake its responsibilities, duties and obligations provided for in this Agreement, except in cases

wherein such authority may not be delegated by applicable laws and regulations”; and

WHEREAS, Virtual Preparatory Academy at Monterey seeks to establish a bank account; and

WHEREAS, Virtual Preparatory Academy at Monterey seeks to authorize Accel Online California LLC

to establish a bank account on behalf of Virtual Preparatory Academy at Monterey as part of the business

administration services provided pursuant to the Services Agreement; and

WHEREAS, Virtual Preparatory Academy at Monterey seeks to authorize Accel Online California LLC

to sign checks on behalf of Virtual Preparatory Academy at Monterey as part of the business

administration services provided pursuant to the Services Agreement; and

WHEREAS, the Bank requires Virtual Preparatory Academy at Monterey to authorize Accel Online

California LLC to place orders with the Bank for the purchase and sale of foreign currency and to enter

into operating, safe deposit box, night depository,

treasury or cash management, electronic funds transfer, and other agreements on its behalf relating to

28.07.4

V. Prep. Monterey Resolution to Establish BankAccount

Page 2 of 2

checking or deposit accounts or investments of funds in such accounts with Bank (collectively referred

to as, “Additional Banking Services”).

THEREFORE, BE IT RESOLVED, that Accel Online California LLC shall be, and hereby is,

authorized to open such bank accounts as necessary for the Corporation, subject to any restrictions on

that authority as the Board may deem appropriate; and

IT IS FURTHER RESOLVED THAT, Steve Goetzinger, Senior Vice President of Finance and

Controller of Accel Online California LLC, and Maria Szalay, Chief Operating Officer of Accel Online

California LLC, shall be the authorized bank account signatories on behalf of and for the benefit of

Virtual Preparatory Academy at Monterey, subject to any restrictions on that authority as the Board may

deem appropriate.

PASSED AND ADOPTED by the Board of Governors at a regular meeting held on July 29, 2020, by

the following vote:


Bruce Whitten

Corey Gosser

Christopher Smith

CERTIFICATE OF BOARD CHAIR

I certify that I am the duly elected Board Chair of Virtual Preparatory Academy at Monterey, a

California nonprofit public benefit corporation; that this resolution is true and correct as written and

was duly adopted by the Board at a special meeting held on July 29, 2020.

Signature:

Printed Name:

Date:

28.07.4

BOARD OF GOVERNORS VIRTUAL PREPARATORY ACADEMY at …

Documents

Transcript of BOARD OF GOVERNORS VIRTUAL PREPARATORY ACADEMY at …