The Gateway Lab School Board of Directors went through a radical shift between their July and August board meetings. Four board members disappeared but nothing was found in the minutes or audio recordings stating those board members resigned. As well, changes to their by-laws might have been done illegally.
Henry Clampitt, Jon Fletcher, Jamie Navone Williams, and Geoffrey Grivner were at the July Board meeting but when the board had a special board meeting about by-laws on August 8th, none of them were present. They were not listed on the board minutes as absent members either. As of August 7th, the minutes for their July 26th meeting were amended by Henry Clampitt. How do four board members disappear without any notation of such a significant event?
Even stranger is the change in by-laws on August 8th. Their by-laws, prior to those changes, said a quorum was half the board members plus one. So if they had nine board members before August 8th, they would have needed five and a half board members to pass changes to their by-laws. But only three board members were present at the August 8th meeting. So how can they pass new by-laws without a quorum? It looks like the board formed a by-laws committee to look at the by-laws but their existing by-laws did not give them sole discretion to change their by-laws.
At any meeting of the Members, a quorum for the transaction of business shall consist of a majority plus one of all of the Members of the Corporation either present at a meeting or represented by proxy, except to the extent that a greater number of Members may otherwise be required by law. An act of the majority of Members present and voting or represented by proxy shall be the act of the Members, except as may otherwise be required by these bylaws.
Where this gets VERY sticky is this part of their by-laws which states:
Unless otherwise provided in the resolution of the Board designating a committee or taskforce, a majority of the members shall constitute a quorum unless the committee shall consist of one or two members, in which case one member shall constitute a quorum. All matters properly brought before the committee or taskforce shall be determined by a majority vote of the members present.
Reading that, it appears any committee with a quorum present can make changes without full board approval. But I would think changes to the actual by-laws of the corporation would require a quorum of the full board membership, which certainly isn’t three votes. Does this constitute a Freedom of Information Act (FOIA) violation?
The seeds of discontent for Clampitt, Fletcher and Grivner do show up in the July 26th board minutes. The board elected Joyce Henderson to become President. Clampitt voted no and Fletcher and Grivner abstained. The board also elected Sherlock Hack for Board Treasurer. Once again, Clampitt voted no and the other two abstained. Clampitt asked Hack if he completed financial training to become Board Treasurer prior to the vote. Hack said no.
While these matters may seem trivial, Gateway has been through a lot of changes in the past year. Tim Griffiths resigned as Head of School last Winter. Sudden board membership changes without anything in writing shows signs of trouble. Former Head of School Catherine Dolan has been filling in as Interim Head of School. Without any firm leader at the Charter School Office at the Delaware Department of Education, is anyone noticing this? Note: the deadline for a 2nd job posting to take this position is today, September 11th. The leadership of that office has been vacant since July 1st.