NYCSBUS Board of Directors Meeting: 4/30/21

Agenda

NYC School Bus Umbrella Services, Inc. Board of Directors Agenda – April 30, 2021 at 4:30 p.m.


  1. Call to Order

  2. Approval of Minutes from the April 16, 2021 Meeting

  3. Consideration of Resolutions

  4. 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

Meeting Minutes

 

NYC School Bus Umbrella Services, Inc.

Board of Directors Meeting

April 30, 2021, 4:30 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

Robert W. Linn, Director

Matt Berlin, NYCSBUS Chief Executive Officer

Also in attendance were:

Nicolas Storellicastro, NYC Department of Education

Chair Siciliano appointed Director Anantharam 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 April 16, 2021 meeting. A motion was made by Director Anantharam and seconded by Director Linn to approve the minutes. The resolution was approved unanimously by voice vote.

The next item on the agenda was consideration of a resolution to contract with Mercedes Kelemen as NYCSBUS’ interim Chief Human Resources Officer. The Board discussed revisiting the interim appointment after July 1. A motion was made by Director Anantharam and seconded by Director Linn to approve the resolution. The resolution was approved unanimously by voice vote.

There being no further business before the Board the meeting was adjourned.

Respectfully submitted, Plachikkat V. Anantharam, Interim Secretary

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Board Meeting 4/16/21

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Board Meeting 5/17/21