Christian Academy in Japan
Board of Directors Minutes
Annex Meeting Room
8:45 a.m.
November 19, 2019

Attendance:
Gerald May (TEAM)
Lawrence Spalink (CRJM)
Joel Peterson (Member-at-Large)
Anda Foxwell (Head of School)
Pauline Carlson (ECC)
Jeremy Seminoff (Member-at-Large and Educator)
Jaine Chung (​Jaine Loh) (Japan Baptist Fellowship)
Karen Stoesz (SEND)
Daniel Sexton (OMS)
Supervisor- Auditors
Jennifer Rood
AbsentSobi Abraham- Supervisor-Auditor
SY19-20:33 Devotions
Larry Spalink shared from Luke 10:1-3a. We were encouraged to be faithful to God’s call on our lives
and to plead for God’s Spirit to be given to accomplish the work.
SY19-20:34 Time of Prayer for CAJ (B.4.6.7)
Time was spent in prayer.
SY19-20:35​ ​Call to order / Determination of Quorum (AoE Chap 3, 18.8)
The meeting was called to order at 9:28 a.m. A quorum was established according to policy.
SY19-20:36 ​Approval of agenda (B 4.3.5.3)
MSC to approve the agenda.
SY19-20:37 ​Approval of Consent Agenda (B 4.3.3)
1. October 22, 2019 Board of Directors Minutes (4.2.9.5)
2. October 22, 2019 Executive Action minutes​ ​(B 4.2.9.5, 4.2.9.2.4, 4.2.9.4)
3. November 11, 2019 Governance and Policy Review Committee minutes (B 4.7.6.3.2)
4. November 14, 2019 Finance and Audit Committee minutes (B 4.7.6.3.2)
5. Head of School ​monitoring report (B​ 2.3, End – B 1.1 (students) (​B2.1.1.​, ​2.5.1​, ​3.5.2.1​)

6. Board Policy review: ​B 3.2; 3.3​ Governing Styles and Values (B 4.1.6)
7. Board policy compliance: B 4.1
MSC to approve the consent agenda.
Policies B2.3.1.4 and B2.3.1.1.3 from the monitoring report were briefly discussed.
SY19-20:38 ​Finance report (B 2.1.4)
Business Manager Bryan Lewis gave the finance report.
A detailed report will be filed with these minutes.
The report included:
Enrollment, budget, capital expenditures, building bidding process, development committee(consultant provided training in capital campaign planning with a long term vision)
20/21 Budget and 5 Year Plan (2020-2024)
Borrowing proposal
SY19-20:39 ​Finance Committee Recommendations (From committee minutes) (B 4.7.1)
1. Motion: The Board of Directors accepts the current 2019/20 projected profit and loss figures,the 2020/21 budget outline, and updated 5 Year Plan, as documents to be used for thepurposes of seeking loan financing for the new development project.
Unanimously accepted.
(Note: final budget approval and loan approval to occur at the February 10, 2020 Board ofCouncilors meeting and the February 11, 2020 Board of Directors meeting.)
2. Motion: That the administration proceed to finalize the 2020/21 budget on the assumptions
outlined in the reports presented. ​It was determined that​ ​no action is needed on this item
3. Motion: the BOD supports the Business Manager in seeking a financing proposal from a lenderfor 420 million yen for the financial needs of the current development project.
Unanimously accepted.
(Note: the final approval of the loan will need to be granted by the BOD/BOC, and final loan
amount to be finalized once terms and conditions offered are known.)
SY19-20:40 ​Governance and Policy Review Committee Recommendations (From committeeminutes) (B 4.7.1)
The board engaged in the ongoing discussion regarding the retirement age policy review.
Points of discussion/opinion:● In considering retirement, is it age or performance? Definitely don’t want to shy away fromperformance reviews. We assume that younger teachers have a lot to learn, and moreexperienced teachers have a lot to offer. However, as people age, it’s not always possible todetermine if performance issues are the result of age or something else. If retirement is basedon performance reviews only it could become necessary to not extend a contract to an older
teacher based on a failed performance review. A set retirement age would honor the retiringteacher.
● When a younger teacher has a poor performance review, a growth plan is put in place. A 360
review process is starting to be implemented. According to Japanese labor law there must be a
lot of proof of poor performance before any staff can be let go. Even then, it is still difficult to let

an under performing staff person go. It’s common practice in Japanese companies to change
the staff members’ position in such a way as to force them to quit.
● Some missions have a certain retirement age with an established process for extending
service beyond retirement.
● Age discrimination isn’t always bad. There are many age based rules that consider the needsof the community above the needs of the individual (voting, driver’s license)● Some companies have a set retirement age and then rehire the staff at a reduced salary.
● A set retirement age can serve as a “heads up” for financial planning. A suggestion was madethat CAJ could encourage staff to consult a financial planner to help with retirement planning.
● The staff were informed of the retirement age policies at an all staff meeting last year (2019).
Planned conversations with staff turning 60, encouraging them to begin planning for
retirement, is being implemented by the head of school.
● B2.2.11.2 make provision for limited exceptions for the retirement age up to the age of 67.
What are the kinds of things we can make exceptions for? How does the head of school
decide who receives an exception?( best for the teacher, best for the students, best for theprogram?)The focus needs to be on the best interest of the students and the needs of theschool. The emphasis needs to be on the needs of the school. Are we a student centeredschool or a staff centered school?
● Teachers put in a lot of work. It’s important to allow good performing teachers to stay on past
the retirement age.
● CAJ is under obligation to follow Japanese law. We have to function under the Act ofEndowment and our Jun Gakko Hojin status. Do we need to consider the laws of othercountries from where our staff come from?
● Gerald May will research what Japanese law stipulates for a Jun Gakko Hojin school inregards to having a set retirement age.
● B4.1.3 was brought to our attention as in violation of age discrimination.
● An interpretation of U.S. law was stated: If the control of the company in a foreign country isfrom the U.S. that company must follow U.S. law.
● The head of school is responsible to carry out current policy as it stands.
● Current policy is not in violation of current labor laws in Japan.
● A suggestion was made to use the wording from previous policy as follows: ​Staff shall beretired at 65. When CAJ has need of their services, persons having reached 65 may be hired
on a year-by-year basis. (SY72-73: EA7; SY88-89: 149)
No action was taken to amend current retirement policies. The Governance and Policy Review
Committee will continue discussion at their January 14, 2020 meeting.
Recommend the addition of Section 4.7 Amendments under Section 4 Position Statements(First Reading)Section 4.7 Amendments: ​These position statements may be amended by two-thirds vote at any
duly-called meeting of the board of directors, provided that two weeks' previous notice has been
sent to each member of the board stating the desired change.
MSC to approve.

Recommend policy B2.4.13 be rescinded. (First Reading)
Maintain a historical archive for the preservation of the history of evangelical missions in Japan andreport on its activities annually. (cf SY14-15:34, SY14-15:124)
MSC to approve.
Recommend the amendment of policies B4.6.2 and B4.6.2.1 as follows (First Reading):
B4.6.2​ Representation in Case of Absence (confer Act of Endowment ​18.9)
When a founding mission board member expects to be absent, the mission may appoint an observer
to attend meetings in place of the absent board member. The observer will have the privilege ofexpression, but not the right to vote. The board member who is absent will not be deemed present
through the delegating allowed here. (SY 10-11:19; SY 12-13:229)
B4.6.2.1​ Absent board members may discharge their responsibilities and will be considered present
by submitting a written opinion and/or vote on any specific item or items of business. This method ofattendance will be recorded in the minutes.
MSC to approve.
Recommend the amendment of B4.7.6.2.3 as follows (Second reading)
B4.7.6.2.3 Once the committee chair and most or all of the members of the committee give final
approval of the draft minutes, the chair or designee will send the final draft to the board chair or theboard secretary for placement on the board portal. (SY 12-13:197)
MSC to approve as second reading.
SY19-20:41 ​Head of School Report – School “Temperature Check”
Anda Foxwell reported on the following:● An ​update was given on the ongoing investigation into historical allegations of child abuse.
Details can be found in the November 19, 2019 Executive Action Minutes.
● Leadership Team retreat● Development Committee- fundraising ideas and strategy- Sports field, playground and newcafeteria building is phase 1. Phase 2 is elementary building/industrial arts wing
MSC to receive the Head of School report with thanks.
SY19-20:42​ Strategic Plan Review
The Strategic Plan Dashboard was reviewed.
The following items were brought to the boards attention.
● A mid-term WASC evaluation will take place in 2021
● “Governance” items under “Strategic Initiative” were reviewed.
● Board training specific for CAJ needs - A BoC training program is in development with a look tobecoming an annual orientation session for BoC members.
SY19-20:43 ​Building committee report
Joel Peterson gave an update on the progress of plan completion. If everything goes as planned,
ground breaking for the new building should begin in April, 2020.
Gerald May expressed thanks for all the work of the building committee.

SY19-20:44 ​Report on Indonesia Governance Retreat
Gerald May and Joel Peterson gave a brief report on the Indonesia governance retreat.
Gerald May shared some photos from Indonesia.
● The focus of the retreat was on the spiritual formation in schools.
● Dr. Daniel Egeler, Vice president of Grand Canyon University was the presenter. He also
conducts spiritual health evaluations of schools.
● Points of teaching:● Academic excellence● Spiritual formation- teachers and students are on a journey together● Characteristics of a Community of faith: hospitality, gratitude, truth telling, promise keeping● How do we build a climate that allows students to grow spiritually? The teachers do things withstudents, not to or for students.
SY19-20:45 Anda Foxwell left the meeting for a meeting with a potential donor.
SY19-20:46 ​Strategic Discussion: Ends Review
Due to time constraints, this item was not discussed. With the agreement of the board, it will be on
the agenda for the January 21, 2020 Board of Directors meeting.
Evaluate End B 1.1 – Students
Question to answer: What does our ownership demand from CAJ in the area of development of ourstudents?
Does this encapsulate the end result we desire?
Does this express that desired result clearly?
At “what cost?” What resources do we deem appropriate to attain this End?
SY19-20:47 ​Other items (as needed)
The Head of School Evaluation Committee was formed: Gerald May, Pauline Carlson, Jeremy
Seminoff, and Jaine Loh
SY19-20:​48 ​Board housekeeping● Shared Drive and email explanation/training○ Nate Rudd gave a brief tutorial on how to use google shared drive.
● Board/Staff Christmas Tea – Tuesday, December 10(?) Gerald May will confirm the date andwill inform the board members of the exact schedule.
● Next meeting: January 21, 2020
● Governance & Policy Review Committee and Finance Committee meetings: January 14, 2020
SY19-20:49 ​Monthly review of board process: verbal ​(B 4.1.7)
Several board members made comments about today’s meeting.
SY19-20:50 ​Closing prayer
Jennifer Rood and Gerald May gave the closing prayer.

SY19-20:51 ​Adjournment
MSC to adjourn at 4:00 p.m.
SY19-20:52 Sign and put seals on Board of Directors meeting minutes (B 4.2.9.5)
The board members signed the following sets of minutes.
October 22, 2019 Board of Directors Minutes
October 22, 2019 Executive Action Minutes
Respectfully submitted,_________________________(seal)
Karen Stoesz- Secretary_________________________(seal)
Gerald May- Board Chair_________________________(seal)
Pauline Carlson- Board Vice Chair_________________________(seal)
Joel Peterson- Vice Chair of Finance_________________________(seal)
Anda Foxwell- Head of School/Board Member_________________________(seal)
Lawrence Spalink- Board Member_________________________(seal)
Jeremy Seminoff- Board Member_________________________(seal)
Jaine Chung (​Jaine Loh)- Board Member

_________________________(seal)
Daniel Sexton​- Board Member