1. Governance Q&A PCSGP Workshop, March 14, 2016, 10-11 am Greg Moser, Procopio Cory Hargreaves & Savitch Jerry Simmons, Young Minney & Corr Julie Umansky, CCSA

2. Governance Q&A PCSGP Workshop, March 14, 2016, 10 -11 am What is “governance” and what rules apply to each aspect of governance? What are some common charter school governance questions? Where can you find answers online? Where can you find more answers tomorrow?

3. What is “Governance” and what rules apply? Open MeetingsConflicts of Interest Board Composition Conducting Board Business 1.Charter Petition 2.Brown Act Gov. Code §54950 et seq. 1.Charter Petition 2.Corporate Documents Articles, Bylaws, Board Resolutions, Policies 3.IRS Requirements 4.Corporate Laws Corp. Code 5231,5233; Non-Profit Integrity Act 5.Political Reform Act Gov. Code 81000 et eq. 5.Gov. Code § 1090 6.Federal Grants 1.Charter Petition 2.Corporate Documents Articles, Bylaws, Board Resolutions, Policies 3.Corporate Laws Gov. Code § 5227 4.Political Reform Act Gov. Code § 81000 et seq. 5. Gov. Code § 1090 1.Charter Petition 2.Corporate Documents Articles, Bylaws, Board Resolutions, Policies 3.Brown Act Gov. Code §54950 et seq 4.AB 1344 5.Roberts Rules of Order

4. What rules apply to open meetings? 1.Charter Petition: Check your charter to confirm whether or not you are required to comply with the Brown Act. 2.Brown Act: (Gov. Code §54950 et seq.) Public agencies in this state “exist to aid in the conduct of the people's business. It is the intent of the law that their actions be taken openly and that their deliberations be conducted openly.” If a majority of the Board "meets," specific notice and agenda requirements are triggered.

5. What rules apply to conflicts of interest? 1.Charter Petition: Check to confirm whether you agreed to comply with the Political Reform Act and Gov. Code 1090. 2.Corporate Documents: Articles, bylaws, board resolutions, and policies sometimes set forth additional requirements. 3.IRS Requirements: Adopt a Conflict of Interest Policy; Board members and high-level employees must refrain from transactions that serve their personal financial interests to preserve tax exemption. 4.Corporate Laws: State law prohibits self-dealing unless certain requirements are met. (Corp. Code 5231,5233) The Non-Profit Integrity Act

6. What rules apply to conflicts of interest (cont.)? 5.Political Reform Act: Prohibits public officials and employees from making, participating in making, or otherwise using their official positions to influence, governmental decisions in which they have a financial interest. (Gov. Code 81000 et eq.) 6.Gov. Code § 1090: Prohibits specified public officials from participating in any decision regarding a public contract in which they have a financial interest. If an official has a “Non Interest” (as defined in§1091.5), participation is allowed. If an official has a “Remote interest” (as defined in§1091), the official must disclose and disqualify from decision making. 7.Federal Procurement Rules: e.g., 7 CFR sec. 3019.42

7. What rules apply to Board Composition? 1.Charter Petition: Check your petition to determine whether you agreed to any particular category to be represented on board. 2.Corporate Documents: Check your articles of incorporation, bylaws, board resolutions and policies 3.Corporate Laws: State law prohibits more than 49% of your board members from being “interested” (Gov. Code § 5227.) 4.Political Reform Act: Make sure that you have enough board members who may participate in voting. 5. Gov. Code § 1090: If you agreed to 1090, then none of your board members can have a conflict.

8. What rules apply to Conducting Board Business? 1.Charter Petition: Check your charter petition to see whether you agreed to hold meetings in a particular location, or how frequently you agreed to meet. 2.Corporate Documents: Check your articles, bylaws, board resolutions, and policies to see whether you agreed to hold meetings in a particular location, or how frequently you agreed to meet. 3.Brown Act: Sets forth what items may be discussed in closed session, what notice is required for meetings, among other things. 4.AB 1344: Amended Brown Act in 2011 to prohibit a governing board from calling a special meeting for compensation decisions. 5.Roberts Rules of Order: 19 th Century parliamentary procedure designed to protect rights board members in the majority or the minority, individuals both present and absent. Not necessarily required.

9. Common charter school governance questions: Open MeetingsConflicts of Interest Board Composition Conducting Board Business Does the Brown Act apply to our school? What does the Brown Act require? All aspects of decision-making process by “legislative bodies” must be conducted in public, except for authorized closed sessions. Does Gov. Code 1090 apply to our school? If so, what does it require? A public official may not make a contract in which he or she is financially interested. Does the Political Reform Act apply to our school? If so, what does it require? Disclosure: COI Code and Form 1090 Disqualification: No participation when it is reasonably foreseeable decision may materially affect an economic interest. Do we have the right people on the governing board? Are some people better suited for our “foundation” board? What rules apply at meetings?

10. More common governance questions… Open MeetingsConflicts of Interest Board Composition Conducting Board Business Must we conduct staff committee meetings in public? We’re having a planning retreat, is that a meeting? We decide via email and phone, can we do that? May a teacher vote on his or her salary? Who must disclose and disqualify from discussion AND a vote? Must the recused board member leave the room during a discussion? May a teacher sit on the board? May our executive director/principal sit on the board? May spouses sit on the board? Do we have to follow Robert’s Rules of Order? Do we have to let anyone talk at any time?

11. Where can you go for more online? Open MeetingsConflicts of Interest Open & Public IV, League of California Cities www.cacities.org/openandpublic Tip Sheet: Charter School Board Meeting, Common Questions and Tips, Procopio www.procopio.com/practice-areas/public- agencies-and-charter-schools Compendium of Statutes Making up the Brown Act, Young, Minney & Corr www.mycharterlaw.com/publications.asp CCSA’s Understanding the Brown Act Knowledge Brief & On-Demand Training http://www.ccsa.org/2010/05/understanding- the-brown-act.html Conflicts of Interest, California Attorney General’s Office www.oag.ca.gov/sites/all/files/agweb/pdfs/publication s/coi.pdf CCSA’s Charter School Governance Knowledge Brief http://www.ccsa.org/2010/05/charter-school- governance.html Board Composition & Conducting Board Business Charter School Resource Library, CCSA www.calcharters.org/sections/library/#topics-board Governance in General CCSA & Public Counsel’s Annotated Form Articles of Incorporation and Bylaws http://www.ccsa.org/2016/02/annotated-form-charter-school-articles-of-incorporation.html http://www.ccsa.org/2016-FORM-AnnotatedFormBylawsPublicCounsel.pdf

12. Where can you go for more tomorrow? Board Member Governance Summit, at the Sheraton & SCC Open MeetingsConflicts of Interest Board Composition Conducting Board Business The Best (and Toughest) Board Meeting Ever: Best Practices Illustrated Procopio 4:30-5:45 pm Hyatt, Regency Ballroom E Comprehensive Brown Act Training for Boards and Staff, Young Minney & Corr 2:00-3:00 pm Hyatt, Regency Ballroom D Complying with California Conflict of Interest Laws Young, Minney & Corr, 3:15-4:15 pm Hyatt, Regency Ballroom D Conflicts of Interest Seminar (Beyond the Basics) Procopio 2:00-3:00 pm Hyatt, Regency Ballroom E Finding, Recruiting and Retaining Outstanding Charter- School Board Members Marci Cornell-Feist, BoardOnTrack 1:30-2:45 pm Hyatt Regency Ballroom D From Ratchet to Revived: Engaging a Disengaged Board Makiyah Moody, La Piana Consulting 11:15 am – 12:15 pm Hyatt, Regency Ballroom F The Secret Sauce for Building and Growing an Effective Board of Directors Peter Laub, EdTec Inc. & Jonathan Kaufman, Third Plateau Social Impact Strategies 3:00–4:15 pm Hyatt Regency Ballroom F Brown Act & Public Public Records Training Procopio, 3:15-4:15 pm Hyatt, Regency Ballroom D