Christian Academy in Japan
Board of Councilors Meeting Minutes
Date and Time​: May 11, 2020 8:45 a.m. - 12:00 p.m.
Location: Via Scheduled Zoom Video Conference due to the COVID-19 situation
Current Board of Councilor Members​: 19 (​AE​ §​25​)
Councilors Present
1.
Buchholtz, Grant (ECC)
2.
Carlson, Pauline (ECC)
3.
Chung, Jaine Yeong Yueh (JBF)
4.
Duhrkoop, Pamela (OMS)
5.
May, Gerald (TEAM)
6.
Mutenda, Lawrence (Member-at-Large)
7.
Peterson, Joel (Member-at-Large)
8.
Potter, Nelle (Member-at-Large Alumni)
9.
Reasoner, Jonathan (SEND)
10.
Roberts, Mark (Member-at-Large)
11.
Roberts, Poppy (Member-at-Large)
12.
Selander, Aileen (TEAM)
13.
Sexton, Daniel (OMS)
14.
Shew, Paul Tsuchido (Member-at-Large Educator)
15.
Spalink, Lawrence (CRJM)
16.
Stoesz, Karen (SEND)
17.
Tada, Hiroaki (Member-at-Large Staff)
18.
Taylor, Ken (JBF)
Councilors who submitted prior opinions (written ballot) on the agenda
1. Gho, Jeong (CRJM)

Ex-officio
1.
Foxwell, Anda (Head of School)
2.
Lewis, Bryan (Business Manager)
3.
Rood, Jennifer (Board of Directors Supervisor-Auditor)

Quorum​: 10 members needed for quorum.
Notation conventions in the minutes:
1. Act of Endowment is quoted as ​AE​ §​chapter.​ ​article​ (​number​).
2. All motions were moved and seconded.
Votes were YES for all items by all members providing a written ballot.

SY19-20:37 Devotions and Prayer
Gerald May opened with devotions and prayer.
SY19-20:38 Call to Order and Establish Quorum
The meeting was called to order at 9:00 a.m. by Chair of the Board of Directors Gerald May. Nineteenof the nineteen (19/19) Councilors were in attendance including one who submitted their opinions on
the agenda items in advance (AE §21.9). A majority (ten) is necessary to establish a quorum inaccordance with AE §21.8.
SY19-20:39 Election of the Chair for this meeting
Motion to elect Jonathan Reasoner as chair for this meeting.
Unanimously approved
SY19-20:40 Election of the Secretary for this meeting
Motion to elect Karen Stoesz to serve as secretary for this meeting.
Unanimously approved
SY19-20:41 Approval of the agenda
Moved to approve the agenda as amended.
Unanimously approved
SY19-20:42 Determination of Signers of today’s Minutes
Moved to designate Jonathan Reasoner (chair), Karen Stoesz (secretary) and Lawrence Spalink assigners of the minutes for today’s meeting.
Unanimously approved
SY19-20:43 Business Manager’s Report
Business manager Bryan Lewis joined the meeting to give the business manager’s report.
Bryan Lewis and Joel Peterson, Vice Chair of Finance, gave the business manager’s report.
Motion to receive the business manager’s report.
Unanimously approved.
SY19-20:44 Approval of Business Report
Motion to approve the business report for 2019-2020.
Unanimously approved with thanks.
SY19-20:45 Acceptance and Approval of the Audited Financial Statements
Motion to accept the Audited Financial Statements and approve the results for the fiscal

year April 1, 2019 – March 31, 2020 with revenue of ¥884,814,106 and expenses of¥829,486,303 resulting in an accounting surplus of ¥55,327,803.
Unanimously approved
Ken Taylor left the meeting at 10 a.m.
Lawrence Mutenda left the meeting at 10:08 a.m.
SY19-20:46 Acceptance of Supervisor-Auditors report
Motion to accept the Supervisor Auditors’ audit report for 2019-2020.
Unanimously approved
SY19-20:47 Approval of third-party Audit (AE §23.1)
Member of the Board of Directors Joel Peterson presented the Audit Opinions from the Independent
Auditor’s Report from Mr. Wada of Wada Certified Public Accountant Office for the fiscal year ending
March 31, 2020.
Motion to approve the third-party audit for financial year April 1, 2019 to March 31,
2020.
Unanimously approved
SY19-20:48 Approval to defer tuition fee increases and related salary increases
Joel Peterson, Vice Chair of Finance for the Board of Directors, presented the rationale behind themotion to defer tuition fee increases and salary increases for the 2020-2021 school year.
Motion to agree to the deferral of proposed tuition fee increases and deferral of related salary
increases to assist families affected financially by COVID-19 restrictions.
Unanimously approved
Anticipated impact of such changes project an operating budget income to ¥787,558,000
and expenses to ¥685,152,000 resulting in no change to the approved budget cash
surplus of ¥102,406,000.
For Reference, the following was approved in February 2020 SY19-20:17 Approval of Fiscal 2020
Operating Budget Moved to approve an operating budget of ¥812,308,000 revenues (net ofscholarship and bad debt expenses of 74,450,000) with anticipated expenses of ¥709,902,000 plus
depreciation of 72,364,000 from April 1, 2020 to March 31, 2021, producing a cash surplus of¥102,406,000.
Paul Shew left the meeting at 10:46 a.m.

SY19-20:49 Elections for the Board of Councilors (AE §3.6, 4.25)
Motion to elect the following mission-nominated representatives for membership on
the Board of Councilors for a two year term starting July 1, 2020 - June 30, 2022:
CRJM: Jeong Gho
CRJM: Lawrence Spalink
ECC: Grant Buchholtz
ECC: Pauline Carlson
JBF: Heidi Skipper
JBF: Jaine Yeong Yueh Chung (Jaine Loh)SEND: James (Jim) May
SEND: Karen Stoesz
OMS: Pamela Duhrkoop
OMS: Daniel Sexton
TEAM: Aileen Selander
TEAM: Gerald May
Unanimously approved
SY19-20:50 Election of Members-at-Large for the Board of Councilors
A discussion regarding the timing of informing board members who were not nominated for a newterm was discussed.
Motion to elect the following for membership on the Board of Councilors for a two-year term starting
July 1, 2020-June, 30, 2022:
Member-at-large: Mark Roberts
Member-at-large: Kenichi Shinagawa
Member-at-large: Yoshiya (Joshua) Matsumaru
Member-at-large: Joel PetersonApproved
One member abstained
SY19-20:51 Election of Member-at-Large Staff Representative for the Board of Councilors (AE§25.2)
Motion to elect Hiroaki Tada to serve as Member-at-Large (Staff representative) on the Board ofCouncilors for a two-year term starting July 1, 2020 and ending June 30, 2022.
Unanimously approved
SY19-20:52 Approval of Member-at-Large Alumni Representative for the Board of Councilors(AE §25.3, 25.4)
Motion to approve the Board of Directors election of Nelle Potter to serve as Memberat-Large (Alumni representative) on the Board of Councilors for a two-year term starting July 1, 2020and ending June 30, 2022​.

Unanimously approved
SY19-20:53 Approval of Member-at-Large Educator for Board of Councilors (AE §25.3, 25.4)
Motion to approve the Board of Directors election of Poppy Roberts to serve as
Member-at-Large (Educator) on the Board of Councilors for a two-year term starting July 1, 2020 andending June 30, 2022.
Approved
One member abstained
SY19-20:54 Election of Board of Directors
Motion to elect the following list of nominees from the six sponsoring missions tothe Board of Directors for membership on the Board of Directors for a two-year term starting July 1,2020 - June 30, 2022:
CRJM: Lawrence Spalink
ECC: Pauline Carlson
JBF: Jaine Yeong Yueh Chung (Jaine Loh)SEND: Karen Stoesz
OMS: Daniel Sexton
TEAM: Gerald May
Unanimously approved
SY19-20:55 Election of Member-at-Large for the Board of Directors
Motion to elect Joel Peterson as Member-at-Large for the Board of Directors for a two-year term
starting July 1, 2020 - June 30, 2022.
Unanimously approved
SY19-20:56 Approval of Supervisor-Auditors for the Board of Directors (AE §7)
Motion to approve the Board of Directors election of Akira Endo as Supervisor-Auditor
for the Board of Directors for a two-year term starting July 1, 2020 and ending June 30, 2022.
Unanimously approved
Motion to approve the Board of Directors election of Takahito Iwagami as Supervisor-Auditor for theBoard of Directors for a two-year term starting July 1, 2020 and ending June 30, 2022.
Unanimously approved
Gerald May thanked Jennifer Rood and Sobi Abraham for their service on the board.

SY19-20:57 Head of School ReportAnda Foxwell reported as the Head of School focusing especially on the following issues.
● COVID-19 response● Distance learning● Update on investigation into historical abuse allegations● Update on building project- Name of new building is “The Ark”
● Update on fundraising
Moved to accept the Head of School report.
Unanimously accepted with thanks.
SY19-20:58 Board of Directors Chair Report
Gerald May gave the Board of Directors Chair’s report.
Moved to accept the Board of Directors Chair’s report.
Unanimously accepted
SY19-20:60 Other matters
Gerald May reminded the members of the next Board of Councilors meeting on September 14, 2020.
We thank Paul Shew and Lawrence Mutenda for their many years of service on the Board ofCouncilors.
Ken Taylor rejoined the meeting at 11:27 a.m.
SY19-20:61 Review and approve minutes of this meeting
Minutes were reviewed to confirm the actions of this meeting.
Motion to approve the minutes of today’s meeting with the understanding that minor corrections may
be approved at our next Board meeting.
Unanimously approved
SY19-20:62 Closing prayer
Jennifer Rood closed in prayer.
SY19-20:63 Adjournment
Motion to adjourn the meeting.
Unanimously approved.
The meeting was adjourned at 11:57 a.m.
Respectfully submitted,
Karen Stoesz, Board of Councilors SecretarySignatures:_________________________________________ (seal)
Elected Signer: Jonathan Reasoner
Board of Councilors Chair_________________________________________ (seal)
Elected Signer: Karen Stoesz
Board of Councilors Member_________________________________________ (seal)
Elected Signer: Lawrence Spalink
Board of Councilors Member