Christian Academy in Japan
Board of Directors Minutes
Via Scheduled Zoom Video Conference​ ​Due to the COVID-19 Situation
8:45 a.m. - 12:00 p.m.
May 12, 2020
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 RoodSobi Abraham
SY19-20:113 Devotions
Gerald May shared devotions from 1 Corinthians 12.
SY19-20:114 Time of prayer for CAJ (B4.6.7)
Time was spent in prayer for teachers, students, graduates and other needs.
SY19-20:115 Call to Order and Determination of Quorum (AoE 3:18.8)
The meeting was called to order at 9:07 a.m.. A quorum was established with all members present.
SY19-20:116 Approval of Agenda​ ​(B 4.3.5.3)
Motion to approve the agenda as amended.
Unanimously approved
SY19-20:117 Consent agenda (B 4.3.3)
Motion to accept the consent agenda as presented
Unanimously accepted● Head of School Monitoring Report for May 2020 (B 2.1.1)● Head of School Report – May 2020
● March 17, 2020 Board of Directors minutes (B 4.2.9.5)● March 17, 2020 Executive Action minutes● April 21, 2020 Governance and Policy Review committee minutes (B 4.8.1)● May 7, 2020 Board of Directors minutes● May 7, 2020 Finance and Audit committee minutes (B 4.8.2)● May 11 Business Manager’s Report
SY19-20:118 Retirement policy discussion and approval

● Second Reading B2.2.11.1 Maintain a policy in which employees normally retire at the end ofthe school year in which they turn 66.
● Second Reading B2.2.11.2 Make limited exceptions to offer annual contracts beyond age 66
when it is mutually beneficial to CAJ and the employee and aligns with their respective goals.
Motion to accept B2.2.11.1 and B2.2.11.2 as a second reading with the effective date of July 1, 2020.
Approved
SY19-20:119 Approval of Business Report for 2019-2020
Motion to approve the Business Report for fiscal year 2019-2020.
Unanimously approved
SY19-20:120 Acceptance and Approval of the Audited Financial Statements (B 2.7.12.2)
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
SY19-20:121 Acceptance of Supervisor-Auditors’ report for 2019-2020 (​AoE 17:4)
Motion to accept the Supervisor Auditors’ audit report for 2019-2020.
Unanimously approved
Gerald May voiced the board’s appreciation to Sobi Abraham and Jennifer Rood for their service onthe board.
The Governance and Policy Review Committee was asked to review the Supervisor-Auditor policies
to make sure they are in line with the Act of Endowment.
SY19-20:122 Acceptance of the Third-party Audit (B 2.7.12.2)
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 was distributed to the board members.
Motion to approve the third-party audit for the fiscal year April 1, 2019 to March 31, 2020.
Unanimously approved
The audit opinion is to be publicly made available and will be done by Anda Foxwell per policy
B2.7.12.1
The statement below is the opinion of Mr. Wada of Wada Certified Public Accountant Office:“It is my opinion that the financial statements described above present appropriately, in all important
aspects, the operational status of Gakko Hojin Christian Academy in Japan for the accounting periodof ending on March 31, 2020, and the financial conditions as of the same date, in accordance with theGakko Hojin Accounting Rules.”SY19-20:123 Agreement to the deferral of tuition fee increases and deferral of salary increases
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.

Anticipated impact of such changes project an operating budget income to ¥787,558,000 andexpenses to ¥685,152,000 resulting in no change to the approved budget cash surplus of¥102,406,000.
Unanimously approved
For Reference, the following was approved in February 2020
Approval of Fiscal 2020 Operating Budget
Moved to approve an operating budget of ¥812,308,000 revenues (net of scholarship 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.
SY19-20:124 Election of Member-at-Large Educator for the Board of Directors (AoE 6:3; 25:2)
Motion to elect Jeremy Seminoff to serve as Member-at-Large (Educator) on the Board of Directors
for a two-year term starting July 1, 2020 and ending June 30, 2022.
Unanimously approved
SY19-20:125 Board of Directors Chair Reports (B 4.4.6 & B 4.4.8)
Gerald May presented the following reports:● Motion to receive B.3, B.4 policy compliance reportGerald May pointed out that policy B4.4.5 is out of compliance, and he will work to come intocompliance.
Unanimously received● Motion to accept the Head of School Professional Development fund usage report for SY
2019-2020
Unanimously accepted● Motion to accept the monitoring partial or non-compliance report
Unanimously accepted○ This partial-compliance is in regard to B 2.6.9.1: “Fulfillment of all the Japanese
government legal requirements.” An audit by the Tokyo education department brought
out items of non-compliance to some work regulations. We note that the administration
is working to correct the issues and is moving toward full compliance in time for the2020 – 2021 school year.
○ Anda Foxwell reported that good progress is being made in coming into compliance withlabor regulations.
● Staff exit report review - No report given (see non-compliance of B4.4.5 as noted above)
SY19-20:126 Approval of Head of School’s professional development budget for the 2020-2021
school year (B3.3.4)
Motion to approve the Head of School’s professional development budget of ¥500,000 for the2020-2021 school year.
Unanimously approved
SY19-20:127 Board Housekeeping● Approve Annual Agenda for SY 2020-2021- No annual agenda was presented at this time. An
annual agenda proposal will be presented for approval at the July, 2020 BoD meeting● Discuss selection of board officers for 2020-2022 term
○ The Tokyo government requires these elections to be made by the members whoseterm begins on July 1, 2020. This necessitates a Board of Directors meeting in earlyJuly. The supervisor-auditors facilitate the election of the board officers (B4.2.7.3.2 4.2.7.3.5). The board members were asked to be prepared to bring nominations to theJuly meeting, providing the nominations in written form prior to the July meeting. Thenominations need to be sent to supervisor-auditors Jennifer Rood and Sobi Abraham
who will forward these nominations to the new supervisor-auditors and the other boardmembers.
● Nomination process:○ Contact those you want to nominate in advance○ If they agree, send the nomination to Jennifer Rood and Sobi Abraham by May 30, 2020
○ Jennifer Rood will forward the nominations to the new supervisor-auditors and the otherboard members● Set date for July Board of Directors meeting to elect board officers○ The new supervisor-auditors will be contacted by Gerald May to determine the date ofthe meeting. This date will then be sent to all board members.
SY19-20:128 Review and Approval of Minutes
The minutes were reviewed.
Motion to approve the minutes.
Unanimously approved
SY19-20:129 Closing Prayer
Sobi Abraham closed in prayer.
SY19-20:130 Adjournment
Motion to adjourn.
Unanimously approved.
The meeting was adjourned at 12:34 p.m.
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)
Daniel Sexton​- Board Member_________________________(seal)
Jaine Chung (​Jaine Loh)- Board Member