DRAFT

MINUTES OF THE FIRST MEETING OF

THE BOARD OF DIRECTORS OF

EAST BAY INNOVATION ACADEMY

(A California Non-Profit Public Benefit Corporation)

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  1. CALL TO ORDER

The directors named by the incorporator of the corporation named above, constituting the Board of Directors of this corporation, held their first meeting at the time, on the day, and at the place set forth as follows:

Time: 11:45am

Date: August 25, 2013

Place: 774 Calmar Ave, Oakland, CA

  1. DIRECTORS PRESENT

The following directors, constituting a quorum of the Board, were present at the meeting:

Present: Amber Banks

Rochelle Benning

Laurie Jacobson Jones

Kimberly Smith

Tali Levy

Frank Smith (Member of the public)

Absent: None

  1. ACTION ITEMS FOR ORGANIZATIONAL MEETING OF THE BOARD
  1. NAMING/INTRODUCTION OF BOARD OF DIRECTORS

The Board approved the signed Action by Written Consent of Sole Incorporator, wherein the sole incorporator resigned, naming the persons to be appointed to the EBIA Board of Directors, to serve a term as specified in the charter. The Board was named and introduced as follows:

Amber Banks - Practice Associate at Education Trust West, where sheidentifies and advocates for strategies that ensure opportunities for low-income students in California to receive a high-quality public education. Her work there is focused on the effective and equitable implementation of the Common Core State Standards in California. She hasworked as a teacher, researcher, and advocate in the education sector for the past fifteen years and is a dedicated champion of education equity.

Rochelle Benning - Shelley is a co-founder and a business leader with 20+ years of experience in Audit, Risk, Compliance, and Finance, Shelley currently serves as the Director of IT Compliance Operations and Leadership Administration for Kaiser Permanente

Laurie Jones - Laurie is a co-founder and a technology leader with 20+ years of experience, Laurie currently is the CEO and founder of Customer Zen, a privately held firm that helps emerging technology companies build their operations and Customer Success Delivery capabilities.

Kimberly Smith - Kim is a co-founder and a veteran in the education reform arena, and currently serves as the CEO and founder of the Pahara Institute, a national nonprofit that aims to identify, strengthen, and sustain diverse high-potential leaders who are transforming public education

Tali Levy - Tali Levy was an Alameda County Public Defender for fifteen years. During that time, she represented indigent clients in all aspects of their criminal cases. From misdemeanors to complex felonies, she represented clients in all court proceedings, including pretrial conferences, motions, court trials and jury trials.

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  1. ELECTION OF CORPORATE OFFICERS

The Board was presented with the names of persons to be elected Chair, Vice-Chair, Secretary, and Treasurer to the offices indicated before their names, to serve for one (1) year or until their respective successors are duly elected and qualified, whichever occurs later.

WHEREAS, the following individuals have been proposed as the initial officers of the Corporation and the undersigned approve of their appointment to the office designated next to the name of each,

THEREFORE, BE IT RESOLVED that the following officers are elected to the offices designated next to their names:

Chair, motion duly made by Rochelle Benning, seconded by Tali Levy and carried by a vote of 5 Yes/0 No: Laurie Jacobson Jones

Secretary, motion duly made by Laurie Jones, seconded by Amber Banks and carried by a vote of 5 Yes/0 No: Tali Levy

Vice Chair and CFO/Treasurer, motion duly made by Kim Smith, seconded by Laurie Jones and carried by a vote of 5 Yes/0 No: Rochelle Benning

The officers elected accepted their respective offices and thereafter the Chair presided at the meeting as Chair, and the secretary acted as Secretary of the meeting.

  1. ARTICLES OF INCORPORATION

The Chair informed the Board that the original Articles of Incorporation of the Corporation had been filed in the office of the California Secretary of State on April 4, 2013, and that they named Laurie Jones as initial agent for service of process.

The Chair presented to the meeting a certified copy of the Articles of Incorporation, showing filing as stated. The Secretary was directed to insert the copy in the book of the minutes of the Corporation and was also directed to keep a copy at the principal office for the transaction of business of the Corporation.

On motion duly made by Rochelle Benning seconded by Laurie Jacobson Jones and carried by a vote of 5 Yes/0 No,it was resolved that Laurie Jacobson Jones be confirmed as the Corporation’s agent for service of process. On motion duly made, seconded, and carried, the following resolutions were adopted:

WHEREAS, the undersigned have reviewed the Articles of Incorporation attached as Exhibit “A,” and approve of the same without modification,

NOW, THEREFORE, RESOLVED that the Articles of Incorporation attached as Exhibit “A” are hereby approved and adopted.

  1. BYLAWS

The Board was presented a form of bylaws that was considered and discussed. On motion duly made by Rochelle Benning, seconded by Amber Banks, and carried by a vote of 5 Yes/0 No the following resolutions were adopted:

WHEREAS, the directors of this Corporation have not yet adopted any bylaws for the Corporation; and

WHEREAS, the directors have reviewed the Bylaws attached as Exhibit “B,” and approve the same without modification.

NOW, THEREFORE, RESOLVED that the Bylaws attached as Exhibit “B” are approved and adopted as the bylaws of this corporation.

RESOLVED FURTHER, that the Secretary of this Corporation is authorized and directed to execute a certificate of the adoption of those Bylaws and to insert those Bylaws as so certified in the book of minutes of this Corporation, and to see that a copy of the Bylaws similarly certified is kept at the principal office for the transaction of business of this Corporation. In preparation for the next Board meeting, member will further review the Bylaws and recommend and adopt any further changes.

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  1. ACCOUNTING YEAR

The Chair suggested that the Board next consider adoption of an accounting year, on motion duly made by Rochelle Benning seconded by Kim Smith and carried by a vote of 5 Yes/0 No,the following resolution was adopted:

WHEREAS, the Corporation has not yet adopted an accounting year,

NOW, THEREFORE, RESOLVED, that this corporation adopt an accounting year as follows:

Date the accounting year begins: July 1st

Date accounting year ends: June 30th

  1. PRINCIPAL OFFICE LOCATION

After discussion, and on motion duly made by Laurie Jacobson Jones, seconded by Rochelle Benning, and carried by a vote of 5 Yes/0 No,the following resolution was adopted:

NOW, THEREFORE, RESOLVED, that 774 Calmar Avenue, Oakland 94610 in the County of Alameda, California, is designated and fixed as the principal office for the transaction of the business of this Corporation shall be located, unless and until changed by resolution of this Board.

  1. EXPENSES OF INCORPORATION

WHEREAS, the Board determines it to be in the best interest of the Corporation to provide for the payment of expenses of incorporation and organization of the Corporation. After discussion, and on motion duly made by Kim Smith, seconded by Amber Banks, and carried by a vote of 5 Yes/0 No,the following resolution was adopted:

NOW THEREFORE, RESOLVED, that both the Chair and Treasurer of the Corporation be, and hereby are, authorized and directed to pay the expenses of the incorporation and organization of the Corporation.

RESOLVED FURTHER that expenses beyond $5,000 required two signatures and consideration and approval by the Board of Directors.

  1. AUTHORIZATION TO FILE APPLICATIONS FOR TAX EXEMPTIONS

After discussion, and on motion duly made by Laurie Jacobson Jones, seconded by Rochelle Benning, and carried by a vote of 5 Yes/0 No,the following resolution was adopted:

WHEREAS, the undersigned desire to authorize the filing of applications for tax exemptions.

NOW THEREFORE, RESOLVED, that the Chair be, and hereby is, authorized to take all necessary steps and to execute all necessary instruments to apply for federal and California tax exemptions as a charitable nonprofit organization.

  1. AUTHORIZATION TO ENTER INTO CONTRACTS

After discussion, and on motion duly made by Laurie Jacobson Jones, seconded by Tali Levy, and carried by a vote of 5 Yes/0 No,the following resolution was adopted:

WHEREAS, the undersigned desire to enable the Chair to enter into contracts related thereto:

NOW THEREFORE, RESOLVED, that the Chair of the Corporation be, and hereby is, authorized to enter into the agreements up to $10,000 for the benefit of the Corporation. Agreements exceeding $10,000 shall be reviewed and approved by the Board of Directors.

  1. BANK ACCOUNT

After discussion, and on motion duly made by Laurie Jacobson Jones, seconded by Rochelle Benning, and carried by a vote of 5 Yes/0 No, the following resolution was adopted:

WHEREAS, the undersigned desire that the Chair should establish such bank accounts as the Board deems appropriate:

NOW, THEREFORE, RESOLVED, that the Chair be, and hereby is, authorized to open such bank accounts as necessary for the Corporation, requiring two (2) signatures for withdrawals in excess of $5000, and with such signatories as follows: Chair and Treasurer.

k.AUTHORIZATION TO HONOR EXISTING CONTRACTS

After discussion, and on motion duly made by Laurie Jacobson Jones, seconded by Tali Levy, and carried by a vote of 5 Yes/0 No, the following resolution was adopted:

WHEREAS, the undersigned desire to enable the Chair to enter into contracts related thereto:

NOW THEREFORE, RESOLVED, that the following agreements established in advance of the formation of this Board be honored by the corporation as follows:

Vendor / Agreement Date / Purpose
Ed Tec / 4/22/2013 / Petition: Budget
Elana Feinberg / 4/25/2013 / Petition: Instructional Model
Young, Minney & Corr / 5/28/2013 / Legal Services
Emi Johnson / 7/01/2013 / Petition: Special Ed Model

l.AUTHORIZATION TO PRE-APPROVE FISCAL SPONSORSHIP with THE PAHARA INSTITUTE.

After discussion, and on motion duly made by Kim Smith, seconded by Rochelle Benning, and carried by a vote of 5 Yes/0 No, the following resolution was adopted:

WHEREAS, the undersigned desire to seek fiscal sponsorship to accept donations for the benefit of the corporation:

NOW THEREFORE, RESOLVED, that the Chair is pre-approved to enter a fiscal sponsorship arrangement with the Pahara Institute, including any associated administrative fees.

  1. ADDITIONAL ACTION ITEMS
  1. Discussion and approval of Conflict of Interest Code

After discussion, and on motion duly made by Rochelle Benning seconded by Amber Banks, approval passed by a vote of 5 Yes/0 No.

  1. PUBLIC COMMENT
  1. ADJOURN: The meeting was adjourned at 2:00 PM.

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CERTIFICATE OF SECRETARY

I certify that I am the duly elected Secretary of the East Bay Innovation Academy, a California nonprofit public benefit corporation; that these minutes, consisting of 6 pages are the minutes of the first meeting of the Board of Directors held on August 25, 2013.

______

Tali Levy, Secretary

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