NYCSBUS Board of Directors Meeting: 10/29/20

Resolutions

Resolution Concerning the Establishment of a Governance Committee and Appointment of Members Thereto

WHEREAS, Section 6.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) directs the Board of Directors of the Corporation (the “Board”) to establish an Governance Committee; and

WHEREAS, Section 6.02 of the Corporation’s bylaws provides that the Board “shall designate . . . a Governance Committee . . . which shall consist of at least three members, all of whom shall be Directors” of the Board and “shall possess the necessary skills to understand the duties and functions of such committee”; and

WHEREAS, Section 6.01 of the Corporation’s bylaws provides that the Chair of the Board shall appoint the members and chairperson of each Board committee, with the approval of a majority of the Board; and

THEREFORE, BE IT RESOLVED that the Board hereby establishes a Governance Committee to perform all relevant functions specified in the Corporation’s bylaws;

BET IT FURTHER RESOLVED that the Board hereby appoints all Board members to serve on the Governance Committee; and

BE IT FURTHER RESOLVED that the Board hereby appoints Robert Linn to serve as the chairperson of the Governance Committee.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning the Establishment of an Audit Committee and

Appointment of Members Thereto

WHEREAS, Section 6.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) directs the Board of Directors of the Corporation (the “Board”) to establish an Audit Committee; and

WHEREAS, Section 6.02 of the Corporation’s bylaws provides that the Board “shall designate an Audit Committee . . . which shall consist of at least three members, all of whom shall be Directors” of the Board and “familiar with corporate financial and accounting practices”; and

WHEREAS, Section 6.01 of the Corporation’s bylaws provides that the Chair of the Board shall appoint the members and chairperson of each Board committee, with the approval of a majority of the Board; and

THEREFORE, BE IT RESOLVED that the Board hereby establishes an Audit Committee to perform all relevant functions specified in the Corporation’s bylaws; and

BET IT FURTHER RESOLVED that the Board hereby appoints all Board members to serve on the Audit Committee; and

BE IT FURTHER RESOLVED that the Board hereby appoints Kerry Gao to serve as the chairperson of the Audit Committee.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning the Appointment of Temporary Staff

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) authorizes the Board of Directors of the Corporation (the “Board”) to “take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, Section 4.02 of the Corporation’s bylaws provides that the Board may “appoint such employees and other agents as it shall deem necessary, each of whom shall hold office at the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board may from time to time determine”;

THEREFORE, BE IT RESOLVED, that the Board hereby authorizes the recruitment and appointment of a staff person from the New York City Mayor’s Office of Management and Budget (“OMB”), to serve as a temporary staff member of the Corporation; and

BE IT FURTHER RESOLVED that such person thus appointed shall conduct duties consistent with the Corporation’s bylaws, and shall periodically update the Board on his or her activities; and

BE IT FURTHER RESOLVED that the Corporation shall reimburse OMB for the reasonable compensation of such temporary staff person for the time spent working on behalf of the Corporation.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning Authorization to Recruit an Executive Director to act as Chief Executive Officer

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) authorizes the Board of Directors of the Corporation (the “Board”) to “take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, Section 7.01 of the Corporation’s bylaws provides that this Board “may elect or appoint from time to time other such Officers or agents as, in its opinion are desirable to conduct the affairs of the Corporation,” including a Chief Executive Officer; and

WHEREAS, Section 7.01 of the Corporation’s bylaws further provides that such Officers “shall have such powers and perform such duties as may be provided by these By-Laws or as determined by the Board”; and

WHEREAS, Section 7.01 of the Corporation’s bylaws further provides that “if the Board appoints a Chief Executive Officer or other such officer, who is an employee of the Corporation, such person shall not serve as a Director of the Corporation”;

THEREFORE, BE IT RESOLVED that the Board hereby authorizes the recruitment and appointment of an Executive Director to serve as the Corporation’s Chief Executive Officer, in accordance with the Corporation’s bylaws and with the skills and qualifications discussed by the Board; and

BE IT FURTHER RESOLVED that the powers and duties of such Executive Director will be specified by the Board in a subsequent resolution.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning Authorization to Open a Bank Account

WHEREAS, the business of NYC School Bus Umbrella Services, Inc. (the “Corporation”) involves financial transactions and expenditures;

WHEREAS, Section 4.01 of the Corporation’s bylaws grants the Board of Directors of the Corporation (the “Board”) “the power to authorize all expenditures and to take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests;”

WHEREAS, Section 7.04 of the Corporation’s bylaws provides that “The Treasurer shall be charged with the care and custody of all the moneys and securities of the Corporation;” and

WHEREAS, Section 8.01 of the Corporation’s bylaws provides that “The funds of the Corporation shall be deposited in the Corporation’s name with such bank or banks, trust company or trust companies as the Board of Directors may from time to time designate;”

THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Treasurer of the Corporation to open a bank account on behalf the Corporation.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning Authorization to Apply for a Loan from the Fund for the City of New York for Start-up Costs

WHEREAS, the business of NYC School Bus Umbrella Services, Inc. (the “Corporation”) involves financial transactions and expenditures; and

WHEREAS, Section 4.01 of the Corporation’s bylaws grants the Board of Directors of the Corporation (the “Board”) “the power to authorize all expenditures and to take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, Section 7.04 of the Corporation’s bylaws provides that “The Treasurer shall be charged with the care and custody of all the moneys and securities of the Corporation”; and

WHEREAS, Section 4.01 of the Corporation’s bylaws provides that “approval of any loan agreement, mortgage, or other lending instrument” requires authorization “by a four-fifths vote of the entire Board, including the ex officio Directors”;

THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Treasurer of the Corporation to apply for a loan from the Fund for the City of New York for start-up costs in an amount not to exceed $500,000.

Video

Meeting Minutes

NYC School Bus Umbrella Services, Inc.

Organizational Board Meeting

October 29, 2020, 12:00 p.m.

Via Zoom

MEETING MINUTES

The first meeting of the Board of Directors of NYC School Bus Umbrella Services, Inc. (the “Corporation”) was called to order at 12:00 p.m. by Department of Education Chief Administrative Officer Lauren Siciliano, the Chancellor’s designee, who presided over the meeting.

Also in attendance were:

Kerry Gao, Budget Director’s designee

Plachikkat V. Anantharam, Director

Neyda Franco-Martinez, Director

Robert W. Linn, Director

Also present were Steve Stein Cushman, Corporation Counsel’s office, Maxwell Padden and Nicholas Stewart from the Economic Development Corporation, Russell Buckley and Nicolas Storellicastro from the Department of Education, and members of the public.

Ms. Siciliano read a statement highlighting the significance of the creation of the Corporation to the management and oversight of bus services for New York City students and families.

A motion was made by Director Linn and seconded by Director Anantharam to adopt bylaws, a copy of which was previously provided to the Board.

The by-laws were unanimously adopted by voice vote.

The Board elected Director Gao as Treasurer.

Chair Siciliano designated Director Linn as interim Secretary for the meeting.

A motion was made by Director Anantharam and seconded by Director Gao to establish a governance committee. The resolution was adopted unanimously by voice vote and the committee was established with Director Linn selected as chair of the committee and all Directors appointed as members.

A motion was made by Director Linn and seconded by Director Anantharam to establish an audit committee. The resolution was adopted unanimously by voice vote and the committee was established with Director Gao selected as chair of the committee and all Directors appointed as members.

A motion was made by Director Anantharam and seconded by Director Gao to authorize the appointment of a temporary staff person to the Corporation. The temporary staff person would be identified by the Mayor’s Office of Management and Budget (OMB). The Corporation would reimburse OMB for their time spent on NYCSBUS duties. The motion was adopted unanimously by voice vote.

A resolution was considered to recruit an executive director for the Corporation. Chair Siciliano asked Mr. Storellicastro to describe the qualifications, experience and skills and strategy for recruitment of the Executive Director. The board discussed the timeframe for the search and how the selected individual would inform or work within an expected organizational structure. The board also discussed having the opportunity to meet and screen multiple persons for the position.

A motion was made by Director Anantharam and seconded by Director Linn to approve the recruitment of an Executive Director. The resolution was unanimously adopted by voice vote.

Two motions were made by Director Anantharam and seconded by Director Linn to authorize the Corporation to open a bank account and apply for a $500,000 start-up loan from the Fund for the City of New York. The resolutions were unanimously adopted by voice vote.

The Board went into executive session to discuss a potential acquisition and collective bargaining issues.

After concluding executive session and coming back to order, and there being no further business before the Board, the meeting was adjourned.

Respectfully submitted by Robert W. Linn, Interim Secretary