NYCSBUS Board of Directors Meeting: 12/22/20
Agenda
NYC School Bus Umbrella Services, LLC Board of Directors Agenda -- October 29, 2020
(1) Call to Order
(2) Approval of Minutes from the October 29, 2020 Meeting
(3) Consideration of Resolutions
a. Interpretation of the Board’s bylaws regarding the parent representative Director
b. Affirming actions of the October 29, 2020 Board of Directors Meeting
c. Authorizing the New York City Office of Labor Relations to commence collective bargaining negotiations on behalf of the Corporation
(4) Executive Session
(5) Consideration of Resolutions
a. Authorization to recruit additional Corporation leadership
b. Designation of an authorized signatory for the start-up loan from the Fund for the City of New York
(6) Adjournment
NYC SCHOOL BUS UMBRELLA SERVICES, INC.
Resolution Concerning the Parent Representative Director
WHEREAS, Section 4.03 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) provides for the composition of the Board of Directors (the “Board”); and
WHEREAS, Section 4.03(b) of the Corporation’s bylaws further provides that one of those Directors “shall be a parent representative to the New York City Department of Education.”; and
WHEREAS, there are diverse family relationships in New York City that include traditional and non-traditional parental relationships, all of which can make valuable contributions to the deliberations of the Board;
THEREFORE, BE IT RESOLVED that the Board hereby clarifies, finds and determines that the role of the parent representative Director may be filled by a parent (by birth or adoption, step-parent or foster parent), legal guardian, person in a parental relationship or grandparent of a student served by the New York City Department of Education.
NYC SCHOOL BUS UMBRELLA SERVICES, INC.
Resolution Affirming Actions of the October 29, 2020 Board of Directors Meeting
WHEREAS, the Board of Directors (the “Board”) convened on October 29, 2020 via Zoom to organize, elect officers, and authorize actions to commence operations of New York City School Bus Umbrella Services, Inc. (the “Corporation”); and
WHEREAS, Directors Siciliano, Gao, Anantharam, Franco-Martinez, and Linn were present during the meeting and were present for each vote; and
WHEREAS, the Board approved the minutes of such meeting documenting that each item was unanimously adopted by voice vote; and
WHEREAS, the Board has subsequently resolved that the role of the parent representative Director is clarified to include the diverse family relationships of the students served by the New York City Department of Education;
THEREFORE, BE IT RESOLVED that the Board hereby re-affirms and ratifies each vote and prior action taken at the October 29, 2020 meeting as consistent with the requirements for such votes under the bylaws.
NYC SCHOOL BUS UMBRELLA SERVICES, INC.
Resolution Concerning Authorizing the New York City Office of Labor Relations to Commence Negotiations on Collective Bargaining Agreements
WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) establishes the Board of Directors’ (the “Board’s”) power to “authorize all expenditures and take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests.”;
WHEREAS, Section 4.01(g) of the Corporation’s bylaws establishes a requirement that an action by the Board to “approve of any collective bargaining agreements” be authorized by a four-fifths vote of the entire Board; and
WHEREAS, Section 7.08 of the Corporation’s bylaws provide that the execution of such agreements “shall be executed in the name of the Corporation by an employee or Officer of the Corporation designated by the Board of Directors”; and
WHEREAS, following the anticipated acquisition of assets from Reliant Transportation, Inc. (“Reliant”), the Corporation will offer employment at the Corporation’s discretion to the employees of Reliant, who are needed to operate the assets acquired by the Corporation from Reliant; and
WHEREAS, following its employment of the former Reliant employees, the Corporation will not assume any of Reliant’s collective bargaining agreements or any obligations under those agreements; and
WHEREAS, the Corporation must have a collective bargaining agreement with the labor union representing Reliant’s former employees to continue contributions to relevant pension funds; and
WHEREAS, the New York City Office of Labor Relations serves as a liaison on behalf of the City of New York with both labor and management in the private sectors; and
WHEREAS, Reliant’s workforce includes school bus drivers and attendants represented by Division 1181 Amalgamated Transit Union and mechanics represented by United Steel Workers Local 455;
THEREFORE, BE IT RESOLVED that the Board hereby designates the New York City Office of Labor Relations to negotiate collective bargaining agreements with Division 1181 Amalgamated Transit Union and United Steel Workers Local 455.
NYC SCHOOL BUS UMBRELLA SERVICES, INC.
Resolution Concerning Authorization to Recruit a Chief Financial Officer, Chief Human Resources Officer, Chief Operating Officer, and Director of Policy and Risk
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 from time to time appoint such employees and other agents as it shall deem necessary”; 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”; 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 of a Chief Financial Officer, Chief Human Resource Officer, Chief Operating Officer, and Director of Policy and Risk, in accordance with the Corporation’s bylaws and with the skills and qualifications discussed by the Board;
BE IT FURTHER RESOLVED that prior to appointment, the Board shall review the qualifications of any individuals recruited for such positions; and
BE IT FURTHER RESOLVED that the powers and duties of such Officers will be specified by the Board in a subsequent resolution.
NYC SCHOOL BUS UMBRELLA SERVICES, INC.
Resolution Concerning Approval of the Application 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, subject to the Board’s powers under Section 4.01 of the Corporation’s bylaws, Section 7.09 of such bylaws provide that “all authorized checks, notes, drafts and other negotiable instruments shall be executed in the name of the Corporation by the Treasurer and all authorized checks, notes, drafts and other negotiable instruments in amounts exceeding $5000 must be co-signed by the Chair, or another authorized individual designated by the Board of Directors”; 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”; and
WHEREAS, at its October 29, 2020 meeting the Board approved a resolution to seek a loan from the Fund for the City of New York for start up costs in the amount of $500,000; and
WHEREAS, the Board has reviewed the requested budget for the loan; and
WHEREAS, the application for the loan requires a Board resolution naming the authorized signatory on behalf of the applicant;
THEREFORE, BE IT RESOLVED that pursuant to Corporation’s bylaws, the Board hereby co-designates Board Chair Lauren Siciliano and Board Treasurer Kerry Gao as the authorized signatory for the loan application from the Fund for the City of New York.
Resolutions
Video
Meeting Minutes
NYC School Bus Umbrella Services, Inc.
Organizational Board Meeting
December 22, 2020, 12:00 p.m.
Via Zoom
MEETING MINUTES
The meeting of the NYC School Bus Umbrella Services, Inc. (NYCSBUS) Board of Directors was called to order by Chair Siciliano, who noted for the record that a quorum was present.
In attendance were:
Lauren Siciliano, NYCSBUS Chair
Kerry Gao, Budget Director’s designee
Plachikkat V. Anantharam, Director
Neyda Franco-Martinez, Director
Robert W. Linn, Director
Also in attendance were:
Russell Buckley, NYC Department of Education
Sean Fitzpatrick, NYC Department of Education
Ilene Lees, NYC Department of Education
Kevin Moran, NYC Department of Education
Nicolas Storellicastro, NYC Department of Education
Steve Stein-Cushman, NYC Department of Law
Joseph Marchese-Schmitt, NYC Office of Management and Budget and temporary NYCSBUS staff
Chair Siciliano appointed Director Linn as Interim Secretary for the meeting.
Chair Siciliano laid out the agenda for the meeting. The first item of business was approval of the minutes of the October 29, 2020 meeting. A motion was made by Director Linn to approve the minutes and seconded by Director Franco-Martinez. The resolution was approved unanimously by voice vote.
The next item of business was consideration of a resolution regarding interpretation of the Board’s bylaws relating to the parent representative director. A motion to approve the resolution was made by Director Anantharam and seconded by Director Linn. As the current parent representative Director, Director Franco-Martinez recused herself from the vote. The resolution was approved unanimously by voice vote.
The next item of business was consideration of a resolution to reaffirm the Board’s votes and actions from the October meeting. A motion to approve the resolution was made by Director Linn and seconded by Director Anantharam. The resolution was approved unanimously by voice vote.
The next item of business was consideration of a resolution authorizing the New York City Office of Labor Relations to negotiate collective bargaining agreements on behalf of NYCSBUS. A motion to approve the resolution was made by Director Anantharam and seconded by Director Linn. The resolution was unanimously approved by voice vote.
The Board then went into executive session to discuss personnel and collective bargaining.
After concluding executive session, the Board returned to order to resume its business.
The next order of business was consideration of resolutions to authorize the recruitment of additional NYCSBUS leadership and to designate co-signatories on NYCSBUS’ loan application to the Fund for the City of New York. Mr. Storellicastro presented the $500,000 loan request to the Board. Director Anantharam asked about the length of time for the amounts that were discussed and Mr. Storellicastro responded that the loan period was anticipated to run through early Spring at the moment, but that could be modified as circumstances require.
Director Anantharam made a motion to approve the resolution authorizing the recruitment of additional NYCSBUS leadership and it was seconded by Director Linn. The resolution was unanimously approved by voice vote.
Director Anantharam made a motion to approve the resolution designating Chair Siciliano and Treasurer Gao as the co-signatories on the loan application and it was seconded by Director Linn. The resolution was unanimously approved by voice vote.
There being no further business before the Board, the meeting was adjourned.
Respectfully submitted, Robert W. Linn, Interim Secretary