NYCSBUS Board of Directors Meeting: 10/5/21
Agenda
NYC School Bus Umbrella Services, Inc. Board of Directors Meeting Agenda October 5, 2021 at 5:00 p.m.
Call to Order
Approval of Minutes from the September 21, 2021 Meeting
Executive Session
Designation of Insurance Broker
Adjournment
NYC SCHOOL BUS UMBRELLA SERVICES, INC.
Resolution to Authorize the Approval of a Collective Bargaining Agreement
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, the Corporation has executed an Asset Purchase Agreement (the “Agreement”) with Reliant Transportation, Inc. (“Reliant); and
WHEREAS, the Corporation must have a collective bargaining agreement with the labor union representing Reliant’s former employees as a condition of closing the Agreement; and
WHEREAS, Reliant’s workforce includes garage mechanics and utility workers represented by United Service Workers Union Local 455;
NOW, THEREFORE, BE IT RESOLVED, that the terms and provisions of the draft Collective Bargaining Agreement between the Corporation and United Service Workers Union Local 455 presented to the Board be, and they hereby are, ratified, confirmed and approved in all respects; and the Chief Executive Officer of the Corporation (the "CEO") be, and hereby is, authorized and empowered to negotiate, execute and deliver and cause the Corporation to perform its obligations under the Collective Bargaining Agreement, together with such changes as the CEO may deem necessary and appropriate, the taking of any such action being conclusive evidence that the same have been approved by the Board; and
BE IT FURTHER RESOLVED that the CEO be, and hereby is, authorized and empowered to (i) execute and deliver, in the name of and on behalf of the Corporation, any and all documents, agreements and instruments to effectuate the foregoing resolutions or the transactions contemplated thereby, (ii) take such action, or cause others to take such action, in the name of and on behalf of the Corporation, as may in the judgment of the CEO be necessary in connection with or in furtherance of the foregoing resolutions or the transactions contemplated thereby, and (iii) execute and deliver, in the name of the Corporation, any and all documents, agreements and instruments contemplated under the Collective Bargaining Agreement.
Resolution Concerning the Appointment of a Chief Financial and Administrative Officer
WHEREAS, Section 4.01 of the bylaws of NYC School Bus Umbrella Services, Inc. (the “Corporation”) authorizes the Board of Directors of the Corporation (the “Board”) to take all necessary and appropriate steps to carry out the purposes of the Corporation and to promote its best interests; and
WHEREAS, Section 4.02 of Corporation bylaws authorizes the Board to “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”; now
NOW, THEREFORE, BE IT RESOLVED, that Nicolas Storellicastro is appointed as Chief Administrative Officer of the Corporation to oversee the Corporation’s administrative operations and financial operations at an annual salary of $215,000;
BE IT FURTHER RESOLVED, that Mr. Storellicastro's appointment shall take effect on Tuesday, October 12, 2021.
Resolutions
Video
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
Matt Berlin, NYCSBUS Chief Executive Officer
Also in attendance was, Nicolas Storellicastro, NYC Department of Education
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 September 21, 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 executive session to discuss collective bargaining and personnel.
After executive session, Chair Siciliano called the meeting back to order. The next item on the agenda was consideration of resolutions. The first resolution authorizes the Chief Executive Officer to execute a collective bargaining agreement with United Service Workers Local 455, which represents the future garage mechanics and utility workers of NYCSBUS. A motion was made by Director Linn and seconded by Director Franco-Martinez to approve the resolution. This resolution requires a four-fifths majority vote. The resolution was approved unanimously by voice vote.
The second resolution for consideration related to the appointment of Nicolas Storellicastro as Chief Financial and Administrative Officer of NYCSBUS. A motion was made by Director Linn and seconded by Director Anantharam 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, Robert W. Linn, Interim Secretary