Meeting Minutes: June 14th, 2016

NYC School Support Services

Board Meeting

June 14, 2016

10 a.m., 100 Gold Street, 3rd Floor, Conference Room B


Meeting Minutes

The meeting of the NYC School Support Services Board was called to order at 10:05 am by Chair Elizabeth Rose, who noted that quorum was present to conduct business.
In attendance were Board Chair Elizabeth Rose, Treasurer Larian Angelo, Secretary Natalie Green Giles, and Board members David Kramer and Jose Davila.
In addition, NYCSSS Executive Director Stephen Brennan. Also in attendance: Dep’t of Education Staff: John Shea, CEO of School Facilities , Erin Lester, Special Assistant from the Office of Deputy Chancellor Rose; and Stephanie Fernandez from the office of the First Deputy Mayor.

Chair Rose reviewed the agenda for the meeting and then introduced Stephen Brennan, the newly hired Executive Director of NYCSSS, and offered Mr. Brennan the opportunity to say a few words to the Board. Mr. Brennan indicated that his official starting date had been one week earlier, on June 6, and expressed his appreciation and belief that the new organization will allow for a better trained group of custodial employees as well as a fairer playing field for all.

I. Chair Rose made a motion to approve the minutes of the May 5, 2016 meeting; and the minutes were unanimously approved.

II. Motions were then put forward to adopt five new corporate policies, copies of which were previously provided to the Board for review:

1) Procurement policy. The motion to adopt the new procurement policy was accompanied by a proposed change to the policy as written and distributed. The change in the policy concerned language in Chapter 2 Procurement Process, Section E. Responsiveness (1) Factors Affecting Responsiveness, (iii) and (iv). Ms. Rose moved to remove the words “in ink” in all instances in clauses (iii) and (iv), to remove the language’s limitation to paper-based contracts and allow for the flexibility of potential electronic submission of bids at a future point.

The Board moved to approve the proposed deletion of the words “in ink”.
Mr. Davila offered his hopes that the procurement process would be mindful of making opportunities available for nonprofit vendors, consistent with the policies of the Mayor’s Office of Contracts.

Mr. Kramer sought to clarify the Chapter 3 Source Selection, Section E. Single Source Procurement language which permits a noncompetitive contract award when the Executive Director determines, in writing, that it is in the best interest of the Corporation for the required supply, service, or construction item to be obtained without competition. Ms. Rose confirmed that this practice of single source procurement applies to contracts priced below $20,000, and that standard practice for the DOE is actually at a higher threshold of $25,000.

2) Code of Ethics Policy covering custodial employees. After an opportunity for discussion, the Code of Ethics policy covering custodial employees was unanimously approved.

3) Code of Ethics covering NYCSSS directors, officers, and administrative staff. The Board next considered a Code of Ethics covering NYCSSS directors, officers, and administrative staff. Ms. Giles asked about the status of procurement of Director and Officer Insurance for NYCSSS board members, and Ms. Lester indicated that procurement of insurance was in process.

It was further noted that each board member will have to complete the NYC School Support Services, Inc. Code of Ethics and Conflicts of Interest Policy Annual Disclosure Statement, which was disseminated at the meeting. Completed Disclosure Statements should be filed with Ms. Giles, as Board Secretary, and will be kept with the corporate records.
Thereafter, the Code of Ethics policy was unanimously approved as previously provided to the Directors.

4) Whistleblower Policy. After an opportunity for discussion, the Whistleblower Policy was unanimously approved as previously provided to the Directors.

5) Salary and Compensation Policy. After an opportunity to discuss, the Salary and Compensation Policy previously provided to the Directors, was unanimously approved as written.

III. Resolution to Establish Audit and Governance Committees and Appoint Members and Chairs

Chair Rose made a motion and a resolution was adopted to establish an Audit Committee, whose members shall be Ms. Angelo and Ms. Green Giles. It was further resolved, with unanimous approval, that Ms. Angelo shall serve as the Chair of the Audit Committee. Ms. Angelo urged the corporation to make the hiring of a CFO the most immediate staffing priority going forward.

A motion was made and a resolution was adopted to establish a Governance Committee, whose members shall be David Kramer and Jose Davila. Before a motion was made to appoint a chair of the Governance Committee, it was pointed out that an error had been made in the resolution as printed, and that the resolution should read that David Kramer shall serve as Chair of the Governance Committee (not Audit Committee, as written in the copy the Board had received). The Board noted the correction and unanimously approved the resolution appointing Mr. Kramer as chair of the Governance Committee.

IV. Public Authorities Accountability Act Requirements

Chair Rose advised the Board of the requirements of the Public Authorities Accountability Act, stipulated in Public Authorities Law Section 2824 (1)(h), requiring all Board members to sign an acknowledgement of fiduciary duty, to be collected and returned to Ms. Giles as Board Secretary. In addition, all NYCSSS Board members are required to participate in mandatory training, offered online at Chair Rose provided the schedule of upcoming training opportunities for which Board members must register, with the first scheduled training being offered on Friday, June 24 at 9:30 a.m. Subsequent training dates in July will be provided to the Board via email.

V. New Business

Board members inquired about: the process by which the Panel for Education Policy will be briefed prior to the Panel’s vote on the Request for Authorization of the contract for NYCSSS to provide custodial services to the Department of Education, at a contract cost of approximately $600 million per year for a three-year agreement; the extent to which NYCSSS will have provided a detailed cost benefit analysis to the Panel as well as members of the public who are present and able to comment when the Panel convenes; and whether there would be a chance that the Panel delays the contract vote scheduled for June 22. Ms. Rose explained that a separate contracts committee meets prior to the vote, and questions and comments are raised and addressed through that subcommittee. It was also mentioned that the budget for NYCSSS is expected to be cost neutral over the three years as compared to current custodial expenditures, with significant nonmonetary value realized in the quality of the services delivered.

Questions were also asked about the post-contract approval transition plan from the current procedures to the oversight through NYCSSS. Mr. Brennan laid out the transition plan, with August 12, 2016 as the proposed date for the new pay structure, at which time the payroll headcount of the Corporation would grow from a skeletal staff to roughly 7,000 employees, and the process of scaling up from almost no staff to full operation would be supported by consultants as well as contracting with the payroll management firm ADP.

The request from the last meeting to designate a certain day of the week and time for NYCSSS board meetings to simplify the scheduling of future meetings was reiterated. It was also asked whether all meetings were required to be in-person, and Ms. Lester clarified that due to the New York Open Meetings Law, it is necessary to convene in person or allow members of the public access to each location where a director is located.

VI. Adjournment

There being no further business, the meeting was adjourned at 11:00 a.m. The next meeting of the Board will take place on Thursday, June 23, 2016 at 8:30 a.m. The location is to be determined.

Respectfully submitted by Natalie Green Giles, Secretary