The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum,

providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long learners.

Mater Academy, Inc.

Meeting of the Board of Directors July 14, 2017

Directors

Cesar Christian Crousillat, Board Chair (Present) Shannie Sadesky, Vice-Chair (Present) Maurene Sotero Balmaseda (Present)

Javier Jerez (Absent) Idalia Suarez (Present)

Roberto Blanch, Esq., President (President) Judith Marty, Director of Academics (Present)

Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present)

Minutes

1. OPENING EXERCISES a. Meeting called to order b. A quorum was established

2. PUBLIC COMMENT

a. There were no comments by the public.

3. CONSENT AGENDA a. APPROVED: The Board approved to adopt the minutes from the June 20, 2017 of Director’s Meeting. b. APPROVED: The Board approved of 2017-2018 Articulation (Agreement) Schedule A

(Note: Only change since last year is the articulation of Mater Bay Elementary to Mater Bay Middle (New School)) c. APPROVED: The Board approved the out of field waiver(s) for instructional personnel with out of field

assignments.

Motion to approve the consent agenda by Chris Crousillat; second by Maurene Sotero Balmaseda; motion passed unanimously.

4. ACTION & DISCUSSION ITEMS a. President Report

i. APPROVED: The board approved to appoint Idalia Suarez as Secretary Position for Mater Academy, Inc.

ii. APPROVED: The board approved Marjorie Enriquez as the Director for Mater Academy Lakes Middle School.

iii. APPROVED: The Board approved the resignation of Robert Blanch from SLAM Board and appointed Maurene Sotero Balmaseda & Idalia Suarez as SLAM Board Members to represent Mater Academy Inc.

1. Joe Raia informs the board that the SLAM Board Bylaws allow a maximum of 9 Board Members. Currently 3 members are non-Mater board members.

2. Recommendation was made to appoint Maurene Sotero Balmaseda & Idalia Suarez as Board Members for SLAM to increase attendance and to be part of the meeting.

iv. APPROVED: The Board approved to authorize the President and Chair to execute the facility sublease for iMater / Kelly Building between Mater Academy Foundation, Inc. and Mater Academy, Inc.

v. APPROVED: Approval of Transfer in the amount of $500,000 from Mater Academy (0100) to Mater Academy, Inc.

1. Joe Raia requested if the aforementioned should be referred to loans or transfers. Mr. Roca states that they are transfers between the school and Mater Inc. Master Acct.

Motion to approve all items under 4a by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously (with Maurene Sotero Balmaseda & Idalia Suarez abstaining from 4.a.iii.)

5. ANNOUNCEMENTS & NOTIFICATIONS

a. Mater Lakes Zoning Hearing – July 20th

b. The next Board Meeting is scheduled for September 14th (Note: Special meetings may be called at the discretion of the Chair)

6. MEETING ADJOURNED

The undersigned hereby certifies that he/she is an Officer of MATER ACADEMY, INC., a not-for-profit corporation organized and existing under the laws of the State of Florida, and that the above is a true and correct copy of the meeting minutes of the Board of Directors of said corporation. The minutes were adopted by the Board of Directors at a meeting held on September 20, 2017.

The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum,

providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long learners.

Mater Academy, Inc.

Meeting of the Board of Directors September 20, 2017

Directors

Cesar Christian Crousillat, Board Chair (Present) Shannie Sadesky, Vice-Chair (Present) Maurene Sotero Balmaseda (Absent)

Javier Jerez (Absent) Idalia Suarez (Present)

Roberto Blanch, Esq., President (Present) Judith Marty, Director of Academics (Present)

Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present)

Minutes

1. OPENING EXERCISES a. Meeting called to order b. Establishment of a quorum

2. PUBLIC COMMENT

a. There were no comments by the public at this time.

3. CONSENT AGENDA a. APPROVED: The Board approved the minutes from the July 14, 2017 Director’s Meeting. b. APPROVED: The Board approved the Annual Adoption of Conflict of Interest Policy. c. APPROVED: The Board approved the Out of State / County Field Trips:

i. iMater Middle #6014 – Washington DC (Close Up) ii. iMater High #7090 – Quebec, Canada

d. APPROVED: The Board approved to renew the following charter school contracts which expire June 30, 2018; further approving all High Performing Schools to renew for 15 years as allowed by statute:

i. Mater Academy #0100 ii. iMater Academy Middle #6014 iii. Mater Academy High of International Studies #7024 iv. Mater Academy Middle of International Studies #6047 v. Mater Academy Virtual Middle High #6997

Motion to approve the consent agenda by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously

4. ACTION & DISCUSSION ITEMS

a. Executive Reports i. President Report

1. Hurricane Irma report and damage assessments ongoing; working on next step whether to file insurance claims or file with FEMA or work with Building Hope.

ii. Dir. of Academics Report

1. Presentation of Title I Budgets – Received an additional $1.5 million due to HB7069; allocation came later than usual; all Title 1 revenue is already included in the operating budgets; Ms. Marty is working with all of the Principals.

a. APPROVED: The Board approved the individual Charter School Title I Budget Appropriation Details Form for the 2017-2018 school year; further approved to authorize the Board Secretary and the Director of Education to execute all necessary documents for submittal to the Sponsor on behalf of the Board Chair to ensure they are submitted without delay.

2. Presentation of Out of field waiver(s) for instructional personnel with out of field assignments. a. APPROVED: The Board approved the Out of field waiver(s) for instructional

personnel with out of field assignments; further approved to authorize the Secretary and the Director of Education to execute all necessary documents for submittal to the Sponsor on behalf of the Board Chair to ensure they are submitted without delay.

3. School Improvement Plans a. APPROVED: The Board approved the School Improvement Plans; further approved

to authorize the Secretary and the Director of Education to execute all necessary documents for submittal to the Sponsor on behalf of the Board Chair to ensure they are submitted without delay.

Motion to approve 4.a.ii.1-3 by Shannie Sadesky; second by Chris Crousillat; motion passed unanimously

4. EESAC Assurance Form a. APPROVED: The Board approved the EESAC Assurance Form; further approved to

authorize the Secretary and the Director of Education to execute all necessary documents for submittal to the Sponsor on behalf of the Board Chair to ensure they are submitted without delay.

Motion to approve by Shannie Sadesky; second by Chris Crousillat; motion passed unanimously

b. Financial Report i. APPROVED: The Board approved to adopt the Revised 2017-2018 Annual Budgets, with the exception

of Mater Academy East Middle School and Mater Academy East High School. 1. Tabled Mater East Middle and High budgets adoption as rent reductions are still being negotiated

with the landlords. 2. Board is also advised by Mater Brighton Lakes Academy, Inc. that rent is being negotiated with

landlord for Mater Palms. [Kelly, the budgets for the Mater Brighton Lakes schools should be confined to the Mater Brighton Lakes minutes and meetings].

ii. APPROVED: The Board reviewed, discussed, and approved to ratify the below recoverable grants/loans which were necessary to close out the 2016-2017 school year and to approve the newly introduced items for 2017-2018.

1. Mater Academy Mt. Sinai full repayment of loan to Mater Academy Elementary in the amount of $200,000.

2. Mater Academy, Inc. recoverable grant to Mater Virtual Middle/High in the amount of $40,000. 3. Mater Academy, Inc. rent recoverable letter to SLAM Middle/High in the amount of $60,000. 4. Mater Virtual Middle/High acknowledgement of recoverable grant from Somerset Virtual

Academy (private) to cover virtual fees for 16-17. The Recoverable Grant requires repayment only if school generates sufficient net surplus in the future as determined by the school’s annual audit.

5. Mater Grove Academy full loan repayment to Mater Academy Elementary in the amount of $300,000.

6. Mater Grove full recoverable grant repayment to Mater Academy, Inc. in the amount of $40,000. 7. iMater Academy full loan repayment to Mater Academy, Inc. in the amount of $800,000. 8. Mater Academy, Inc. loan to Mater Academy East Charter High in the amount of $40,000. Loan

is to be repaid within three years and to accrue 00% interest. . 9. Informational: of the previously board approved $1,050,000 recoverable grant from Mater

Academy, Inc. to Mater Academy Bay, only $900,000 was drawn.

10. $100,000 increase to originally approved $200,000 loan from Mater Academy, Inc. to Mater Academy Bay for 16-17. Total loan of $300,000 is to be repaid within three years and to accrue 00% interest.

11. Of the previously approved $1,100,000 loan from Mater Academy Elementary to Mater Bay, the outstanding balance at 6/30/17 was $438,000. This loan is to be repaid within three years and to accrue 00% interest.

c. Other Items by the President, Board, Staff, or ESSP

i. Olga Camarena states that the school bought an oven that cannot be used; President Blanch requests that Olga call Victor offline for assistance.

ii. Discussed: What’s App group chat and proper usage, including compliance with public records law.

5. ANNOUNCEMENTS & NOTIFICATIONS a. The next Board Meeting is scheduled for October 2nd in Osceola County

6. MEETING ADJOURNED

The undersigned hereby certifies that he/she is an Officer of MATER ACADEMY, INC., a not-for-profit corporation organized and existing under the laws of the State of Florida, and that the above is a true and correct copy of the meeting minutes of the Board of Directors of said corporation. The minutes were adopted by the Board of Directors at a meeting held on October 2, 2017.

The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum,

providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long learners.

Mater Academy, Inc.

Meeting of the Board of Directors October 2, 2017

Directors Cesar Christian Crousillat, Board Chair (Present)

Shannie Sadesky, Vice-Chair (Present) Idalia Suarez, Secretary (Present)

Maurene Sotero Balmaseda (Absent) Javier Jerez (Absent)

Roberto Blanch, Esq., President (Present) Judith Marty, Director of Academics (Present)

Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present)

Minutes

1. OPENING EXERCISES a. Meeting called to order b. Quorum was established c. Reading of Mission by Principal Cueto

2. PUBLIC COMMENT

a. There were no comments by the public at this time.

3. CONSENT AGENDA a. APPROVED: The Board approved the minutes from the September 20, 2017 Board of Director’s Meeting. b. APPROVED: The Board approved the iMater Middle / High Acoustic Paneling Project for Gymnasium and Band

Room for an amount not to exceed $30,000 (Funding Source: Operating); further authorized the President & Chair negotiate and execute necessary documents. Motion to approve the consent agenda by Board Member Sadesky; second by Board Member Suarez motion passed unanimously

4. ACTION & DISCUSSION ITEMS a. Executive Reports

i. President Report 1. Amendments

a. APPROVED: The Board approved to amend the Mater Academy East High School charter contract to relocate the school to the SLAM Miami Campus, effective this school year. Motion to by Board Member Suarez; second by Board Member Sadesky; motion passed unanimously

b. APPROVED: The Board approved to move forward on the charter contract amendment of Mater Academy Virtual Middle High to relocate the school to the SLAM Miami Campus, effective this school year. Motion to by Board Member Sadesky; second by Board Member Suarez motion passed unanimously

c. APPROVED: The Board approved to amend the Mater Academy East Elementary charter contract to allow a second / permanent location at the Mater East Middle site (998 SW 1st Street, Miami, 33130), effective this school year. Motion to by Board Member Suarez; second by Board Member Sadesky; motion passed unanimously

2. Discussed: Mater Mt. Sinai Modular Remediation Project a. Seeking approval to engage of remediation company to correct the air quality concerns;

estimated completion time is one week; the Chair wants inspection, testing and a certificate and a cap of 20K; Board Member Sadesky requests how long we will wait for the hospital to agree to expand; the President agreed that there had to be a meeting with the hospital and engineers to see if expansion is attainable and realistic; Antonio Roca reported positive attitude on the part of the hospital and the belief that a permanent facility will be the long term solution, and that Rolando has had an initial meeting and preliminary thinking is that a K-8 with 850-1,000 student stations can work; an early childhood center should be incorporated; looked into new portables, as well.

b. APPROVED: The Board approved to engage the remediation company and address any concerns, which may be found, to include an inspection and testing and a certificate, for an amount not to exceed $20,000. Motion to by Board Member Sadesky; second by Board Member Suarez motion passed unanimously

3. Discussed: Mater Mt. Sinai negotiations to expand are ongoing; Rolando states that he is meeting with the hospital today.

4. Mater Lakes update for 5 acre parcel; design stage ongoing with Principal Rovirosa and Civica.

5. Mater Bay 87th Avenue road improvements; Mater has a contractual agreement with the city to fund improvements; working with City on timeline to complete.

6. Single purpose entities meetings will follow today’s Mater Academy and Mater Academy Central meetings.

7. Charter School Growth Fund – DACA – Funding of applications; costs of $200.

b. Financial Report i. APPROVED: The Board reviewed, discussed, and approved the Revised 2017-2018 Annual Budgets.

1. Budgets contain HB 7069 funding, although funding not expected until February. Motion to by Board Member Sadesky; second by Board Member Suarez motion passed unanimously

c. Other Items by the President, Board, Staff, or ESSP i. Ms. Marty discussed the acceptance of students from Puerto Rico; Mater should promote this effort and show

its support; discussed efforts that can be made to get this information out; Adri Lima is drafting a statement that can be put on the website and dispersed to current Mater families; discussed the possibility of employment opportunities for Puerto Rican teachers.

ii. Discussed the teacher evaluation system; requesting that the board approve the schools to change the evaluation system to the consortium, if the survey principals agree.

1. APPROVED: The Board approved the use of the Florida Consortium of Public Charter School’s (FCPCS) State-Approved Evaluation Systems, pending final approval by survey principals. Motion to by Board Member Suarez; second by Board Member Sadesky; motion passed unanimously

5. ANNOUNCEMENTS & NOTIFICATIONS a. The next Board Meeting is scheduled for December 14th. b. ARC at MDCPS on October 20th

6. MEETING ADJOURNED

The minutes were adopted by the Board of Directors at a meeting held on December, 15 2017.

The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum,

providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long learners.

Mater Academy, Inc.

Meeting of the Board of Directors October 19, 2017

Directors

Cesar Christian Crousillat, Board Chair (Present) Shannie Sadesky, Vice-Chair (Absent) Maurene Sotero Balmaseda (Present)

Javier Jerez (Absent) Idalia Suarez (Present)

Roberto Blanch, Esq., President (Present) Judith Marty, Director of Academics (Present)

Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present)

Minutes

1. OPENING EXERCISES a. Meeting called to order b. A quorum was established

2. PUBLIC COMMENT

a. There were no comments by the public.

3. ACTION & DISCUSSION ITEMS a. APPROVED: The Board discussed and approved the Turin Construction Proposal / Contract for the Mater

Academy Mt. Sinai Modular Build-out. i. Mold remediation at Mater Mt. Sinai was needed for approx. $19k; the cost to re-build the interior is not to

exceed $40k; work will take approx. 2 weeks; 2 classes are currently displaced at the child care center; dialogue still ongoing for future expansion; Ana reviews cash balance at year end and confirmed the school is in a very good cash position. Motion to approve by Idalia Suarez; second by Board Member; motion passed unanimously

b. Mater Bay Awnings - Initial proposal was for fabric awnings, but after discussion consensus is that aluminum awnings would be a better fit and last longer; Turin has provided a quote for $109k; the board would like to see 2 additional bids and have Civica ensure proposals are apple to apple.

i. APPROVED: The Board approved the purchase and installation of structured awnings (312 linear feet) for an amount not to exceed $109k, plus related costs including architects, permits, engineering.

1. Approval is contingent upon at least 2 additional bids being received. Motion to approved by Idalia Suarez; second by Maurene Balmaseda; motion passed unanimously

c. APPROVED: The Board discussed and approved to authorize counsel to dissolve 8003 NW 103 Street, LLC.

Motion to approve by Chris Crousillat; second by Idalia Suarez; motion passed unanimously

d. Discussed: Mater Bay and Mater Lakes expansions

4. ANNOUNCEMENTS & NOTIFICATIONS a. The next Board Meeting is scheduled for December 14th.

5. MEETING ADJOURNED

The undersigned hereby certifies that he/she is an Officer of MATER ACADEMY, INC., a not-for-profit corporation organized and existing under the laws of the State of Florida, and that the above is a true and correct copy of the meeting minutes of the Board of Directors of said corporation. The minutes were adopted by the Board of Directors at a meeting held on December, 15 2017.

The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum, providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long

learners.

Mater Academy, Inc. Meeting of the Board of Directors

December 15, 2017

DirectorsCesar Christian Crousillat, Board Chair (Present)

Shannie Sadesky, Vice-Chair (Present) Maurene Sotero Balmaseda (Absent)

Javier Jerez (Present)Idalia Suarez (Present)

Roberto Blanch, Esq., President (Present) Judith Marty, Director of Academics (Present)

Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present)

Minutes

1. OPENING EXERCISESa. Meeting called to order at 10:25 amb. A quorum could not be established at this time (only Board Members Sadesky and Suarez were present); quorum

was established at 10:36 am when Board Member Jerez joined the meeting

2. PUBLIC COMMENTa. There were no comments by the public.

3. CONSENT AGENDA

a. APPROVED: The Board approved and adopted the minutes from the October 2, 2017 Board of Director’sMeeting.

b. APPROVED: The Board approved and adopted the minutes from the October 19, 2017 Board of Director’sMeeting.

c. APPROVED: The Board approved, received and authorized the filing of the Financial Statements andIndependent Auditors’ Report for the period ending June 30, 2017 for each of the Mater Academy, Inc. charterschools located in Miami-Dade County.

d. APPROVED: The Board approved, received and authorized the filing of the Quarterly Financials dated 9.30.17.e. APPROVED: The Board approved the Revised Title 1 Budget Appropriation Details form for Fiscal Year 2017-

2018 for the individual schools, as necessary.f. APPROVED: The Board approved the out of field waiver(s) for instructional personnel with out of field

assignments.g. APPROVED: The Board approved the revised individual school calendars for the 2017-2018 school year, including

early release days, as a result of Hurricane Irma.h. APPROVED: The Board approved and authorized all eligible teachers to apply for and receive Florida’s Best and

Brightest funding.i. APPROVED: The Board approved the iMater Academy Fence / Gate Project for an amount not to exceed

$25,000.Motion to approve the consent agenda by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously.

4. ACTION & DISCUSSION ITEMS

a. President Report (Mr. Roberto Blanch)i. Necessary Approvals:

1. Mater High Annex A/Ca. The annex is in need of a new A/C system; President worked with Mike Balais to see if

the units could be repaired or if they needed to be replaced; the Daikin units which wereinstalled in the main building are working well and meeting expectations; Based onexperience with the Daiken units, it is recommended that new Daiken units should beinstalled in the annex; Mike has received a proposal, but is working to lower proposal;seeking board approval for an amount not to exceed $700k.

b. APPROVED: The Board approved and authorized contracting for installation of aDaikin A/C system in the Mater Academy Middle / High Annex for an amount not toexceed $700,000.Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously.

2. Mater Bay awning / walkway (revised plans /expansion / price)a. Original cost of the awnings was approx. $139k, but after further consideration by

Rolando and Civica it was determined that this amount would not be enough; further,due to the expansion plans for the campus, including the construction of additionalbuildings sooner than originally planned, the covered walkway should connect all of thebuildings ; Rolando is looking into necessary lighting that is required for safety; newestimate is not to exceed $375,000.

b. APPROVED: The Board approved the Mater Bay Awning / Walkway Project for anamount not to exceed $375,000.Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously.

ii. Updates:1. Mater Beach – ADA

a. Received a series of visits from the MDCPS facilities department; the District claimedthat there were certain violations of the ADA and wanted the school to correct thealleged violations by adding signage and grab bars in certain bathrooms and by makingthe stage accessible to wheel chairs; the School advised the District that it did not agreethat there were violations of the ADA, but would make the requested alterations to thebathrooms and investigate the issue related to making the stage wheel chair accessible;requested school to make updates for students with disabilities, including wheelchair liftfor the stage and additional signage; Counsel has investigated the matter and Mater hasalso obtained the assistance of an ADA consultant; the President recommends puttingthe consultant on retainer in order to have ready access to ADA expertise in the future;although Mater can dispute the issue relating to the stage, the consultant advised that theissue could be efficiently resolved with a portable wheel chair lift; the President directedall principals to contact the President if they are contacted about any ADA concerns; AllADA issues will be reviewed and addressed as quickly as possible and the most costeffective solutions will be identified, as needed; President reported that the portablewheelchair lift could be made available to other campuses as appropriate and practical;School Principal reported that a gentleman from the district visited the campus and hungwheelchair accessible signs on certain bathrooms; Counsel will review the chartercontract and report on whether the District has authority to place signs on charter school

facilities; Principals are requested to contact the President, Counsel, or Judy Marty, before letting any District facilities persons onto their campus without prior notice; President asks Counsel to determine legal obligation relating to such visits.

b. APPROVED: The Board approved and authorized Mater Academy, Inc. to investigateand purchase a portable wheelchair lift (to be shared with other Mater schools, asappropriate) for an amount not to exceed $7,500; and authorized retaining the ADAconsultant.Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously.

2. Mater Mt. Sinai - Conversations continue with the hospital over its plans to build a permanentschool facility; a meeting is scheduled to occur in January; the modulars have been repaired andare fully operational.

3. Mater Brickell – A Meeting with county traffic occurred; county traffic study requested by City.

4. Mater Lakes - Gym / 5 Acre Parcel – Plans for gym and additional classroom wing are inprogress; planning to submit plans for permitting by the end of February; construction couldpossibly be complete approx. one year from now.

5. Mater High - Bridge and STEM building – The Bridge was approved by the board in the past; theSTEM building has been approved by the City; the STEM building will be built by the landlord;the bridge would be a Mater expense; the City has linked the bridge and new building; Mater put adeposit on the bridge a few years ago; the bridge drops off in the City of Hialeah, so it needs to beinvolved as well; City of Hialeah Gardens has already issued a building permit.

6. Mater Bay – President reported on the plan to expand to other buildings and the elimination ofthe existing pedestrian walkway in order to allow for expansion.

iii. Other Updates:1. Mater marketing - meeting with PIL attended by President Blanch and Judy Marty; looking into

ways to better market “Mater” in order to be proactive and to better communicate Mater’smessage, mission, and vision; President reports that Mater is considering working with amarketing company that Mater would engage to assist Mater communicating with and reachingout to potential students who could benefit from Mater’s programs and assist in advertisingMater’s programs; the President also wants to improve the promotion of the collegiate program;Board Member Sadesky notes that better messaging and communications could also help teacherrecruitment; a special meeting will be called in the very near future to further discuss and approvea marketing plan.

b. Financial Report (Ms. Alina Chester and Ms. Christina Perdomo)i. APPROVED: The Board reviewed and approved the Revised 2017-2018 Annual Budgets, including the

increase in the below grants and loans.1. Mater East MH Grant increase to $800k.2. Mater Bay loan increase to $500k.3. Encourage schools to use Doral College; which will not cost the schools anything additional.4. Almost 15,000 total students.

Motion to approve by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously.

ii. Review and Adoption of Revised Financial Policies and Procedures.

1. Christina Perdomo-Fernandez reviewed the highlights and changes; the policy prohibits schoolcredit cards; the principals opposed this policy as it puts restrictions on them and forces them touse their personal credit cards and go through the reimbursement process; she also discussed therelease of payments with a purchase order via the MRI system; the principals discussed theirconcerns including that they were not able to see invoices on the system and that the program isnot user friendly on the smart phone; some principals want to approve the invoice and others donot; the board would like to further discuss these issues and tabled this item for another day;President Blanch would like to meet with Ana Martinez prior to bringing this item back to theboard.

a. Passing today: policies on cross county loans as required by the Charters and applicableDistrict policies, credit cards without board approval, debit cards are prohibited,purchase orders are required; the person who is doing the books and cutting checksshould not be reconciling the books, specifically with operating account [Kelly, is thismeant to be a motion that was approved by the board? What happened here? Are yousaying that Christina will implement these policies and table the rest? Is presidentdirecting this result?]

b. Tabling today: MRI invoice / purchase order approval step; tabled person who is doingbooks and cutting checks should not be reconciling [this last one is also in the lastparagraph – please clarify – one or the other.

iii. APPROVED: The Board discussed and approved a guarantee of the Chase Line of Credit ($1 million) forSLAM, Inc.

1. President Blanch discusses past SLAM shortfalls which were funded by Mater; this line of creditwill be available from Chase for $1 million and give SLAM the ability to cover cash flow short fallsfrom this line and to repay the line when cash flow permits; with a guarantee by Mater.

Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously.

c. HB 7069i. APPROVED: The Board discussed and approved the resolution which authorizes the President & Chair

to take any and all necessary action in response to the legal challenges that have been filed against HB 7069.Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously.

d. APPROVED: The Board discussed, approved and authorized the President to execute the Tax ComplianceCertificate requested by the Mater Grove landlord, the Boys and Girls Club, and the Secretary to execute necessarydocuments to confirm authenticity of certain corporate records, and to ratify the execution of the Mater Grove leasewhich occurred two years ago and to ratify the subordination and non-disturbance agreement, which was approvedby the Board and executed in June 2017.

i. The Tax Compliance Certificate acknowledges that the landlord is borrowing money through tax exemptbonds. Mater is representing that it is a tax-exempt organization and that it will not do anything in violationof that status for the duration of the Mater Grove lease; further, that non-exempt persons will not be incontrol of the facility or operate a business on the premises.

ii. The landlord took out a loan to build the new building; Landlord refinanced that loan last June and is nowconverting that loan to a tax-exempt loan; Mater has been asked to execute the provided tax compliancecertificate; also requesting proof that Mater had the authority to sign the lease and the tax compliancecertificate; Counsel has reviewed all of the documents and will direct Secretary Suarez in the execution ofthe appropriate certificates and resolutions; board should ratify the execution of lease 2 years ago and thesubordination and non-disturbance agreement approved in June.

Motion to approve by Shannie Sadeksy; second by Idalia Suarez; motion passed unanimously.

e. Mater Charter Renewalsi. Dec. 8th ARC Results:

1. Mater Academy (0100) – Recommended for approval.

2. Mater Academy of International Studies (1017) - Recommended for approval.3. Mater Academy Middle of International Studies (6047) - Recommended for approval (converting

back to a 6-8).4. Mater Academy High of International Studies (7024) – TABLED until Jan. 30.5. iMater Academy Middle (6014) - Recommended for approval.

ii. Jan. 16th – Mater Virtual.iii. Items for Discussion:

1. MAIS high school was tabled due to district apprehension to approve/renew.2. Possible articulation agreement between SLAM and MAIS.3. MAIS’ current policy for grade configuration and enrollment procedures.4. How to address diversity in Mater schools’ employees and families.

f. Report by Civicai. Mater Gardens.

1. Swale Improvement.a. Discuss: We have been coordinating w/ MG the potential of improving the swale area

to the south of the school in order to add more off-site parking. Attached is a proposalthat Mike Balais obtained along with his email explaining the budget (+/- 100K).

b. Possible Board Action: Authorize the potential budget and the preparation of permitplans for bidding and (potential) construction; approx. cost of plans is $5k.

i. APPROVED: The Board approved preparation of permits and plans for anamount not to exceed $7,500 for the Mater Gardens Swale ImprovementProject.Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passedunanimously.

2. Robotics Lab to be carved out of the media center; plans have been created; this project waspreviously worked on with President Roca; budget of $49,023 may still be lowered; if approved,the school will use an existing teacher; there was discussion of the cost of the materials that will beneeded; Board Member Suarez states that the costs are not as high as you would think; there aredefinite ways to keep the costs low; Principal Marrero feels that offering this and moving towardsSTEM is very important; Ms. Marty feels that with the growth of STEM in the country that it isimperative that all of the schools offer these types of programs; the Presidents tells Alina andLourdes that we need to find a way to make this happen and is supportive of this; the Presidentwill discuss with landlord the possibility of rent reductions; the President requested a better andmore detailed budget; Rolando feels that if board approval is obtained by February, this projectcould be complete by the start of school 2018-19. President Blanch recommends that this item befurther discussed at a near future meeting between now and February.

a. Tabled: Approval of project for an amount not to exceed $49,023.3. New Storage Area.

a. Tabled: Approval of project for an amount not to exceed $17,741.

g. Other Items by the President, Board, Staff, or ESSP.i. There were no additional items at this time.

5. ANNOUNCEMENTS & NOTIFICATIONSa. The next Board Meeting is scheduled for February 15th

6. MEETING ADJOURNED

The undersigned hereby certifies that he/she is an Officer of MATER ACADEMY, INC., a not-for-profit corporation organized and existing under the laws of the State of Florida, and that the above is a true and correct copy of the meeting minutes of the Board of Directors of said corporation.

The minutes were adopted by the Board of Directors at a meeting held on February 12, 2018.

The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum,

providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long learners.

Mater Academy, Inc.

Meeting of the Board of Directors February 12, 2018

Directors

Cesar Christian Crousillat, Board Chair (Present) Shannie Sadesky, Vice-Chair (Present) Maurene Sotero Balmaseda (Present)

Javier Jerez (Absent) Idalia Suarez (Present)

Roberto Blanch, Esq., President (Present) Judith Marty, Director of Academics (Present)

Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present)

Minutes

1. OPENING EXERCISES a. Called to Order b. Established a Quorum c. Presentation by PIL Creative Group (http://www.pilcreativegroup.com)

i. PIL presents to the board on marketing strategies, use of social media, bus wraps, billboards, etc… ii. After the presentation, President Blanch informs the board and staff that a proposal has been received for

$70,000; the expense would be that of the Inc. iii. APPROVED: The Board approved the proposal by PIL Creative Group, as presented and discussed.

Motion to approve the proposal by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously

2. PUBLIC COMMENT a. Rene Rovirosa congratulates Mathew on his recent approval and move to SLAM as one of their new principals.

3. CONSENT AGENDA a. APPROVED: The Board approved and adopted the minutes from the December 15, 2018 Board of Director’s

Meeting. b. APPROVED: The Board approved and adopted the Revised Title 1 Budget Appropriation Details form for Fiscal

Year 2017-2018 for the individual schools, as necessary. c. APPROVED: The Board approved the out of field waiver(s) for instructional personnel with out of field

assignments. d. APPROVED: The Board approved to Receive and File the Financial Statements for the period ending December

31, 2017. e. APPROVED: The Board approved for all High-Performing (HP) schools to submit allowable HP amendment

notifications, at the discretion of the Board Chair and President, by the March 1st deadline. f. APPROVED: The Board approved to authorize the Chair and President to submit any necessary amendment

requests by the March 1st deadline. Motion to approve the consent agenda by Idalia Suraez; second by Shannie Sadesky; motion passed unanimously

4. ACTION & DISCUSSION ITEMS a. President Report (Mr. Roberto Blanch)

i. President Blanch invites Mr. Llanes to present his facilities report at this time.

b. Director of Education Report (Ms. Judith Marty)

c. Financial Report i. APPROVED: The Board reviewed, discussed, and approved the adoption of the Revised Financial

Policies and Procedures. Motion by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously

ii. It is noted that the final Capital Outlay amounts have been notified by the State; amounts came in lower than expected due to districts taking out additional debt.

d. Report by Civica (Attachment 4d)

i. Pedestrian Bridge at Mater High – Site work begins in approx. 2 weeks; substantial completion by mid to late May; design work on NW 106th in-progress (new drop off lane and relocation of approx. 11 parallel spaces on south side of 106th).

ii. Mater Academy STEM Wing – 20 plus classroom building to be constructed on the east side of the high school; permitting update (dry-run review complete, pending completion of Fire and DERM, M. Balais and team coordinating w/ contractor and school staff); the building permit is expected to be issued soon (Feb to mid-March) and construction completed by the beginning of the next school year.

iii. iMater IV – Theater approx. 90% complete iv. iMater Annex v. Mater West Elementary Recreation Building – Two bids have been received (B&C $240k and Campus

$350k) vi. Mater Bay

1. 87th Avenue Improvements – North end work approved by MDC; South end work under review (issue with MDC parks re: pavilion on west side of 87th Ave.)

2. Buildings B3 and B2 Retrofit – Working with Turin Construction; demolition work under way; pending completion of interior improvement plans for B3 and B2.

3. Covered Walkway – Shop drawings approved by Civica; coordinating with Turin Construction vii. Mater Lakes Gymnasium / Classroom Building – Permit plans are 60% complete, submittal to county in

mid-March. viii. Mater Lakes 5-acre Campus Zoning Submittal – 80% complete; submittal by end of February; hearing in

approx. 6 months ix. Mater Brickell Prep – Obtained memo from MDCPW; consideration for bifurcated submittal x. Mater Gardens

1. Robotics Lab and Storage Project – Two bids received (BDC for $68k and Turin for $104k); requesting that Civica review the two GC proposals and make a recommendation; the board understands that the recommendation may not necessarily be the lowest bid; Lourdes would like to reach out to the landlord to see if they would be willing to assist.

2. ROW Parking Project Parking – BCC Engineering design proposal and preliminary design; projected cost of improvements approx. $100k.

xi. Motions needed today 1. Mater Gardens Robotics Lab – Concession from landlord; going with recommendation by Civica

for GC; school would furnish the robotics lab. a. APPROVED: The Board approved for the Mater Academy Gardens Robotics Lab, as

discussed. Motion to approve by Idalia Suarez; second by Maurene Balmaseda; motion passed unanimously

2. Mater Brickell Prep Parallel Path - Bifurcation of the Mater Brickell zoning approval; one path is the Warrant submittal of the Mater-owned parcel (Phase I of the campus); the other path refers to the Special Exception submittal for the zoning approval of both Phase I and II – Phase II is the LLC-owned parcel. The risks of both were discussed as well as opportunity to pursue one option if the other should prove to be impractical.

a. APPROVED: The Board approved to take the parallel path for the Mater Brickell Project, as discussed. Motion to approve by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously

e. Other Items by the President, Board, Staff, or ESSP

5. ANNOUNCEMENTS & NOTIFICATIONS a. Special thanks to Jessica Stewart for her efforts on a successful UMater Casino Night.

6. MEETING ADJOURNED

*The minutes were adopted by the Board of Directors at a meeting held on May 17, 2018.

The Mater Academy vision is to provide students a viable educational choice that offers an innovative, rigorous and seamless college-preparatory curriculum,

providing Mater students, at every level (PK-12) with a competitive advantage, thus enabling students to become confident, self-directed, and responsible life-long learners.

Mater Academy, Inc.

Meeting of the Board of Directors May 17, 2018

Directors

Cesar Christian Crousillat, Board Chair (Present) Shannie Sadesky, Vice-Chair (Present)

Idalia Suarez, Secretary (Present) Maurene Sotero Balmaseda (Present)

Javier Jerez (Absent)

Roberto Blanch, Esq., President (Present) Judith Marty, Director of Academics (Present)

Joseph L. Raia, Esq., Counsel for Mater Academy, Inc. (Present)

Minutes

1. OPENING EXERCISES a. Called to Order b. Established a Quorum c. Congratulations to Principal Rovirosa for receiving the Florida Tax Watch Award

2. PUBLIC COMMENT a. There were no comments by the public at this time.

3. CONSENT AGENDA

a. APPROVED: The Board approved to adopt the minutes from the February 12, 2018 Board of Director’s Meeting.

b. APPROVED: The Board approved the out of field waiver(s) for instructional personnel with out of field assignments for the 2018-2019 School Year.

c. APPROVED: The Board approved to Receive and File the Financial Statements for the period ending March 31,

2018.

d. APPROVED: The Board approved to adopt the Proposed Board of Directors Meeting Schedule for the 2018 – 2019 School Year.

e. APPROVED: The Board approved the 2018-2019 Parent Involvement Representatives.

d. APPROVED: The Board approved and Ratified Board Member & Officer Slate for the 2018-2019 School Year:

i. Roberto Blanch, President (Non-Voting) ii. Cesar Christian Crousillat, Board Chair iii. Shannie Sadesky, Vice-Chair iv. Idalia Suarez, Secretary v. Maurene Sotero Balmaseda vi. Javier Jerez

b. APPROVED: The Board approved and Ratified Mater Academy, Inc. Articulation Agreement & Schedule of Schools (no changes).

c. APPROVED: The Board approved and Ratified Chase Loans for SLAM (and the guaranty of such loans by Mater Academy Inc.).

d. APPROVED: The Board approved the amendment of the following charter school name: i. 6047 – from Mater Academy Middle School of International Studies to Mater International

Preparatory

e. APPROVED: The Board approved and adopted the Revised Title 1 Budget Appropriation Details form for Fiscal Year 2017-2018 for the individual schools, as necessary.

f. APPROVED: The Board approved and authorized the submittal of the 2018-2019 Title 1 Budget

Appropriation Details form for the individual schools, as necessary, and the execution of the form by the Chief Academic Officer.

Motion to approve the consent agenda by Shannie Sadeksy; second by Idalia Suarez; motion passed unanimously

e. ACTION & DISCUSSION ITEMS

a. President Report i. Mater Elementary school recreational building contract; two bids had been received and had a

significant difference; one bidder was not favorable due to past history; a 3rd bid was obtained from CamCon (President disclosed family relationship with the ceo of that GC); reviewing the bids from Campus and CamCon; both bids are very similar; Chris discusses in the future certain contractors shouldn’t be allowed to bid on projects; this is agreed upon and has been discussed with Mike Balais; although the proposals are very similar, Chris points out that there is a two month time difference for completion; would like to include that if they miss the 4 month mark, then they are penalized; discussed change orders and allowances; discussed GNP contracts; on-field changes; discussed using liquidated damages if going with a new contactor; CamCon worked on the SLAM buildout of science labs and currently bidding on the SLAM radio station project; recommendation of CamCon with a GNP and liquidated damages and held to timeline (4 months); Rolando Llanes suggests to defer to Mike Balais on liquidated damages on small projects as this may be out of proportion for the contractor; Robby asks Chris what number he feels would be appropriate for liquidated damages – Chris says maybe $500-$750/per day for a project of this scope; change orders; it is reminded that Campus is working on the STEM campus at the high school, so they are already mobilized; there is some “clean up” in drainage at the elementary building which Campus needs to complete and there familiarity with the site; could this project divert the work being done on the STEM project; Chris asks how we are budget and schedule on STEM; Rolando says the building should be complete in October; Shannie recommends going with CamCon due to the lower price and shorter timeline; Idalia agrees and feels that it’s a small enough project to test a new GC; Chris states that he agrees and would like to grow the choices of GC’s for future projects.

1. APPROVED: The Board approved to move forward with CamCon in a contract to be reviewed by counsel and subject to liquidated damages as discussed; further noting that President Blanch will not be the contact with CamCon due to the disclosed relationship. Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously

ii. Investment proposal (Iberia)- Mater currently has $5 million in a CD which serves as collateral for the Central Florida schools to operate; 40/40/10/10 split asset strategy; conservative plan; plan to request additional proposals from other financial institutions; board members would like to learn more and discuss more in-depth.

iii. Turf company GreenGo will be coming to next meeting to give a presentation.

iv. Brickell update – Submitting packet to City of Miami; have conditional approval by traffic by the county; been meeting with civic organizations, including Roads HOA and Brickell HOA; both of which has committed to give a letter or recommendation; met with commissions from the area.

v. Mater Bay update and authorization to sign contracts – Robby reminds the board that this campus

is made up of multiple buildings; each has needed or needs renovations prior to use. 1. Right of way / 87th Avenue required work – $448 to be paid by Mater Foundation /

$280k is to be paid by Mater Bay 2. Building A (largest of the buildings) $404k from Mater Bay 3. Building B2 (one of a cluster of 3 identical buildings) $999k from Mater Bay 4. Additional $549,052 discussed. 5. 2,401,000 – Total 6. Rolando discusses the 87th Avenue improvements – there are 2 parts to the work; the

above is only for one side; the south side work will be required as soon as the gazebo is removed. This expense will need to be approved by the board at a future meeting.

7. APPROVED: The Board approved to authorize the President to execute the 4 contracts with Turin Construction totaling $2,401,000. Motion to approve by Idalia; second by Chris Crousillat; motion passed unanimously

vi. Mater Lakes update

1. Construction will soon begin; a lease amendment will be necessary, which will increase rent.

a. APPROVED: The Board approved to authorize the President and Chair to negotiate the Mater Lakes Lease Amendment and Authorize Execution of the Amendment. Motion to approve by Shannie Sadesky; second by Maurene Sotero Balmaseda; motion passed unanimously

2. Discussed plans for 5 acre parcel; approached owner of church re: strip of land / connection piece.

vii. Mater High STEM addition and bridge update – bridge should be up very soon a. APPROVED: The Board approved to authorize the President and Chair to

negotiate the Mater High Lease Amendment for the STEM addition and Authorize the Execution of the Amendment. Motion to approve by Shannie Sadesky; second by Maurene Sotero Balmaseda; motion passed unanimously

viii. Marketing contract with PIL has been executed; principals encouraged to bring ideas to Judy and

Robby so they can be discussed to PIL.

ix. Discussed authorizing President and Chair to negotiate a charter school facility in Key Biscayne; Christ Journey Church would like to work together to lease space; discussed creation of a LOI.

x. APPROVED: The Board discussed, approved and authorized the President & Chair to negotiate

with the Boys and Girls Club for a facility located in Monterey, California. Motion to approved by Shannie Sadesky; second by Maurene Sotero Balmaseda; motion passed unanimously

b. Director of Education Report / Chief Academic Officer i. School Security

1. Meeting on August 8th; survey is due August 1st; will schedule a meeting prior to August 1st; funding

ii. APPROVED: The Board approved and authorized Ms. Judith Marty (Chief Academic Officer)to execute all academic / education items and deliverables due to the individual sponsors,including but not limited to Out of Field Waivers, Employee Contracts, School ImprovementPlans, Title 1 Budgets, etc…Motion to approve by Idalia Suarez; second by Maurene Sotero Balmaseda; motion passed unanimously

iii. Continuing to use the Florida Consortium Teacher and Administrator Evaluation Tool for the2018-2019 School Year

iv. Best and Brightest – Assistant Principals Bonus – Bonus amounts for principals is $5,000 for Title1 / $4,000 for Non-Title.

1. APPROVED: The Board approved to provide a bonus of 50% to the AssistantPrincipals if the Principals receive the Best & Brightest Bonus.Motion to approve by Shannie Sadesky; second by Idalia Suarez; motion passed unanimously

v. Funding concerns with the district

vi. Notice of change of title to Chief Academic Officer

c. Financial Reporti. APPROVED: The Board approved the Proposed 2018-2019 Annual Budgets.

1. Includes network fee of $150 per K8 student and $200 per 9-12 student.Motion to approve by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously

ii. APPROVED: The Board reviewed, discussed, and approved the Revised FPP to include new“Accounting for Fixed Assets” section, and removal of references to Education DepartmentGeneral Administrative Regulations (EDGAR) per FLDOE instruction.Motion to approve by Idalia Suarez; second by Shannie Sadesky; motion passed unanimously

iii. APPROVED: The Board approved the HLB Gravier engagement letter extending contractperiod of the auditor, who has been previously selected in accordance with Florida law, anadditional five years (covering 6/30/18 through 6/30/22 reporting periods).Motion to approve by Shannie Sadesky; second by Chris Crousillat; motion passed unanimously

d. Other Items by the President, Board, Staff, or ESSPi. Antonio Roca presents to the Board on Academica Virtual Education (AVE); discussed

difficulties with current scheduling program; working on implementing a new system which willbe beta-tested in the fall for a hopeful Jan/Feb launch; working on an App which allows pushnotifications to staff, students, parents; anonymous tips; online payments paid through the app;working on a way to identify Highly Effective teachers; eSports Initiative.

ii. Hermes Ortiz announces that 3rd grade FSA results may be announced tomorrow. Scores for theother grades should be coming June 15-16. School grades should be announced in early July.

f. ANNOUNCEMENTS & NOTIFICATIONSa. End of Year Party – June 2nd (See Save the Date attached)

b. National Conference – June 17-20 in Austin, TX (http://ncsc.publiccharters.org)

g. ADJOURNED MEETING

*The minutes were adopted by the Board of Directors at a meeting held on August 28, 2018.