HomeMy WebLinkAboutPZ - BOD Minutes Allen Howlett Authorization Minutes
Meeting of the Board of Directors
Cole Valley Christian Schools, Inc.
March 4, 2021
The Board of Directors of Cole Valley Christian Schools, Inc., met on Thursday March 4, 2021 at 200 East
Carlton, Meridian, Idaho. The meeting commenced at 6:30PM.
Directors Present:
Michael Papac
Steve Westendorf
John Wick
Steve Evans
Brad Ware
Directors Absent:
Todd Gill
Robyn Mick
Guests:
Allen Howlett
Bill Russell
Duane Gray
The meeting was convened by Director Papac and commenced with prayer to support the mission of the
school and the safety and health of its leaders, board, employees and students.
A Quorum was noted to be present. Director Papac noted that he had received a Proxy from Robyn Mick
to vote in favor of propositions put forward by the Board herein.
Mr. Russell explained the purpose of the First Meeting of the Board of Directors of a new corporation.
The first order of Business was to elect a President. Upon nomination and vote, Michael Papac received
a majority of votes for the position and is so elected to be President, and hereafter is conducting this
meeting.
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The next order of business was to elect a Secretary. Upon nomination and vote,John Wick received a
majority of votes for the position and is so elected to be Secretary; hereafter the Secretary was
responsible for these minutes.
The next order of business was to elect a Vice President. Upon nomination and vote, Steve Westendorf
received a majority of votes for the position and is so elected to be Vice President.
The Directors considered appointment of Allen Howlett as Superintendent for the Cole Valley Christian
Schools, Inc. A motion was made and seconded to appoint Allen Howlett as Superintendent. The
motion passed and Allen Howlett is so appointed.
The Directors considered By-Laws (attached hereto) presented by Director Papac, who noted that the
By- Laws had been the subject of a rigorous process. A motion was made and seconded to adopt the By-
Laws. The motion passed and so the By-Laws are adopted as the By-Laws of the corporation.
The Directors considered and discussed a flow-sheet of various tasks to be undertaken and the persons
assigned to the various tasks.
The Directors considered and discussed a Draft Asset Purchase and Transfer Agreement and Bill of Sale.
The Directors considered the appointment of auditors as needed for the corporation. A motion was
made and seconded to appoint Eide Bailey as the auditors for corporation and to give authority to the
Superintendent to engage that firm as needed in consultation with the Directors. The motion received a
majority of votes of the Directors, and Eide Bailey is appointed as auditor for Cole Valley Christian
Schools, Inc. The Superintendent is authorized to engage that firm as needed, in consultation with the
Directors.
The Directors considered the engagement of US Bank for banking matters related to the corporation,
including checking, savings and line of credit. Upon a motion made and seconded,the Directors voted
to so engage US Bank. The Superintendent was authorized to enter into a relationship with US Bank to
establish, as needed, checking accounts,savings accounts, and lines of credit, provided that any line of
credit shall be established only with consultation and approval by the Board of Directors. The
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Chairperson was authorized to sign any form satisfactory to the Bank authorizing the engagement of
that bank.
The Directors considered indemnification for Directors and Officers. Upon motion made and seconded,
the Directors agreed that the corporation shall and does henceforth indemnify(as defense and liability)
each Director and Officer individually against any claim made against that Director or Officer arising out
of her or his position with the Corporation, so long as the acts underlying the claim occurred in the
course of her or his duties with the Corporation and so long as such acts were undertaken in good faith.
The Superintendent is authorized and instructed to purchase Directors and Officers Liability Insurance
on such terms as may be prudent, but with limits of liability no lower than $1,000,000.
The Directors discussed appropriate limits of liability for Director's and Officer's Liability Insurance; Mr.
Howlett will make a recommendation to the Board for appropriate limits of liability in such insurance.
By,
John Wick, Secretary
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Minutes
Meeting of the Board of Directors
Cole Valley Christian Schools, Inc.
March 4, 2021
The Board of Directors of Cole Valley Christian Schools, Inc., met on Thursday March 4, 2021 at 200 East
Carlton, Meridian, Idaho. The meeting commenced at 6:30PM.
Directors Present:
Michael Papac
Steve Westendorf
John Wick
Steve Evans
Brad Ware
Directors Absent:
Todd Gill
Robyn Mick
Guests:
Allen Howlett
Bill Russell
Duane Gray
The meeting was convened by Director Papac and commenced with prayer to support the mission of the
school and the safety and health of its leaders, board, employees and students.
A Quorum was noted to be present. Director Papac noted that he had received a Proxy from Robyn Mick
to vote in favor of propositions put forward by the Board herein.
Mr. Russell explained the purpose of the First Meeting of the Board of Directors of a new corporation.
The first order of Business was to elect a President. Upon nomination and vote, Michael Papac received
a majority of votes for the position and is so elected to be President, and hereafter is conducting this
meeting.
11 Page
The next order of business was to elect a Secretary. Upon nomination and vote,John Wick received a
majority of votes for the position and is so elected to be Secretary; hereafter the Secretary was
responsible for these minutes.
The next order of business was to elect a Vice President. Upon nomination and vote, Steve Westendorf
received a majority of votes for the position and is so elected to be Vice President.
The Directors considered appointment of Allen Howlett as Superintendent for the Cole Valley Christian
Schools, Inc. A motion was made and seconded to appoint Allen Howlett as Superintendent. The
motion passed and Allen Howlett is so appointed.
The Directors considered By-Laws (attached hereto) presented by Director Papac, who noted that the
By- Laws had been the subject of a rigorous process. A motion was made and seconded to adopt the By-
Laws. The motion passed and so the By-Laws are adopted as the By-Laws of the corporation.
The Directors considered and discussed a flow-sheet of various tasks to be undertaken and the persons
assigned to the various tasks.
The Directors considered and discussed a Draft Asset Purchase and Transfer Agreement and Bill of Sale.
The Directors considered the appointment of auditors as needed for the corporation. A motion was
made and seconded to appoint Eide Bailey as the auditors for corporation and to give authority to the
Superintendent to engage that firm as needed in consultation with the Directors. The motion received a
majority of votes of the Directors, and Eide Bailey is appointed as auditor for Cole Valley Christian
Schools, Inc. The Superintendent is authorized to engage that firm as needed, in consultation with the
Directors.
The Directors considered the engagement of US Bank for banking matters related to the corporation,
including checking, savings and line of credit. Upon a motion made and seconded,the Directors voted
to so engage US Bank. The Superintendent was authorized to enter into a relationship with US Bank to
establish, as needed, checking accounts,savings accounts, and lines of credit, provided that any line of
credit shall be established only with consultation and approval by the Board of Directors. The
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Chairperson was authorized to sign any form satisfactory to the Bank authorizing the engagement of
that bank.
The Directors considered indemnification for Directors and Officers. Upon motion made and seconded,
the Directors agreed that the corporation shall and does henceforth indemnify(as defense and liability)
each Director and Officer individually against any claim made against that Director or Officer arising out
of her or his position with the Corporation,so long as the acts underlying the claim occurred in the
course of her or his duties with the Corporation and so long as such acts were undertaken in good faith.
The Superintendent is authorized and instructed to purchase Directors and officers Liability Insurance
on such terms as maybe prudent,but with limits of liability no lowerthan$1,000,000.
The Directors discussed appropriate limits of liability for Director's and Officer's Liability Insurance;Mr.
Howlett will make a recommendation to the Board for appropriate limits of liability in such insurance.
By,
John Wick,Secretary
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