NYCSBUS Board of Directors Meeting: 3/16/21
Agenda
NYC School Bus Umbrella Services, Inc. Board of Directors Agenda – March 16, 2021 at 5:00 p.m.
Call to Order
Approval of Minutes from the February 5, 2021 Meeting
Executive Session
Designation of Insurance Broker
Adjournment
NYC SCHOOL BUS UMBRELLA SERVICES, INC.
Resolution Concerning the Approval to Enter into a Contract for Brokerage Services
WHEREAS, the business of NYC School Bus Umbrella Services, Inc. (the “Corporation”) requires various insurance policies, including auto liability, general liability, professional liability, excess liability, catastrophic auto physical damage, property insurance, excess property insurance, workers’ compensation, cyber liability, employee benefits, and other coverages; and
WHEREAS, the Corporation is required to hold certain coverages pursuant to its anticipated negotiated services contract with the New York City Department of Education (the “DOE Contract”); and
WHEREAS, the Corporation requires Directors & Officers Liability Insurance prior to executing an anticipated Asset Purchase Agreement and the DOE Contract; and
WHEREAS, the Corporation can best be represented in the insurance marketplace by a broker that can secure appropriate policies required for the Corporation’s operations; and
WHEREAS, Section 4.01 of the bylaws of the Corporation provides that the Corporation’s Board of Directors has the “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”; and
WHEREAS, Section 7.08 of the bylaws of the Corporation provides that “all authorized contracts, deeds and agreements shall be executed in the name of the Corporation by an employee or Officer of the Corporation designated by the Board of Directors”; now
BE IT RESOLVED, that the Corporation is hereby authorized to enter into a contract or agreement to designate Lockton Companies (“Lockton”) as the Corporation’s broker of record;
BE IT RESOLVED, that as the Corporation’s broker of record, Lockton is authorized to represent the Corporation in the insurance marketplace for the purpose of securing Directors & Officers Liability Insurance consistent with the requirements for such insurance contained in the DOE Contract, and provided the fee for such insurance shall not exceed $17,500;
BE IT FURTHER RESOLVED, that the Chair of the Board of Directors or a subsequently appointed chief executive officer of the Corporation is authorized to execute such contract or agreement and take necessary and appropriate actions to effectuate any such agreements.
Resolutions
Video
Meeting Minutes
NYC School Bus Umbrella Services, Inc.
Board of Directors Meeting
March 16, 2021, 5:00 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:
Nicolas Storellicastro, NYC Department of Education
Noam Levy, NYC Law Department
Joseph Marchese-Schmitt, 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 February 5, 2021 meeting. A motion was made by Director Anantharam and seconded by Director Gao to approve the minutes. The resolution was approved unanimously by voice vote.
The Board then went into executive session to discuss personnel and a proposed acquisition.
After concluding executive session, the Board returned to order.
The next order of business was consideration of a resolution to designate an insurance broker for purposes of securing Directors & Officers insurance. A motion was made by Director Anantharam and seconded by Director Linn to adopt the resolution. The resolution was approved unanimously by voice vote.
There being no further business before the Board the meeting was adjourned.
Respectfully submitted, Robert W. Linn, Interim Secretary