Christian Academy in Japan
Board of Directors Minutes
Kurume Christ Church
May 17, 2022
8:45 a.m.
Attendance:
Gerald May (TEAM)
Joel Peterson (Member-at-Large)
Anda Foxwell (Head of School)
Daniel Sexton (OMS)
Jeremy Seminoff (Member-at-Large and Educator)
Pauline Carlson (ECC)- attended online
Karen Stoesz (SEND)
Jaine Chung (Jaine Loh) (JVENTURE)
Lawrence Spalink (CRJM)
Supervisor- Auditors
Akira Endo
AbsentTakahito Iwagami- supervisor-auditor
Guests (incoming BoD members SY 22-23)
Mark Bedow- supervisor-auditor- online
David Mawhinney- HoS- onlineTiffany Neufeld- online
Greg Swenson- online
Minute Conventions
All motions were moved and seconded.
SY21-22:117 Devotions
Anda Foxwell shared how one of her responsibilities as head of school is to guard and communicate
the vision, mission and values of the school. Our students are confronted over and over again withthe truth that God is over all creation. Our hope is for each student to experience the transforming
work of God in their lives. Colossians 1:17
SY21-22:118 Time of prayer for CAJ (B 4.6.7)
Time was spent in prayer for students and staff.
SY21-22:119 Call to order / Determination of Quorum (AoE Chap 3, 18.8)
The meeting was called to order at 9:23 a.m.. A quorum was established with all members present.
SY21-22:120 Approval of agenda (B 4.3.5.3)

Motion to approve the agenda as presented.
Approved
SY21-22:121 Approval of signers for today’s minutes
Motion to designate Karen Stoesz and Lawrence Spalink, in addition to the board chair Gerald May,as signers for the minutes of the May 17, 2022 Board of Directors meeting.
Approved
SY21-22:122 Acceptance and Approval of the Audited Financial StatementsMotion to accept the Audited Financial Statements and approve the results for the fiscal year April 1,2021 – March 31, 2022 with revenue of ¥872,580,897 and expenses of ¥875,872,579 resulting in an
accounting deficit, including depreciation of ¥75,038,629, of ¥ (3,291,682).
Approved
SY21-22:123 Acceptance of Supervisor-Auditors report
Motion to accept the Supervisor Auditors’ audit report for 2021-2022.
Approved
SY21-22:124 Approval of third-party Audit (AE §23.1)
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, 2022 was distributed to the board members.
Motion to approve the third-party audit for the financial year April 1, 2021 to March 31, 2022.
Approved
SY21-22:125 Approval of Business Report
Motion to approve the Business Report for 2021-2022.
Approved
SY21-22:126 Approval of Head of School’s professional development budget
Motion to approve the Head of School’s professional development budget of ¥400,000 for the2022-2023 school year. (refer to the Board Chair report called “Disposition of Head of School
Professional Development Funds for SY 2021-22”)
Approved
SY21-22:127 Review and approve Governance and Policy Review Committee minutes
Karen Stoesz gave the G&PR Committee report.
Policy revision and addition recommendations:Current Policy:
B 2.3.5 Operate without appropriate policies on child protection, harassment, and healthconditions/medical records that are communicated to students and families.
Addition of B 2.3.5.1 (First Reading)
Motion to approve the addition of B 2.3.5.1 Inform the board if there has been a reported violation of
the code of conduct by staff or volunteers.
Approved (First Reading)Current policy
B 2.2.8 Have all staff and non-parent volunteers sign a contract.
Amend B 2.2.8 (Second Reading)
Motion to amend B 2.2.8 Have all staff sign a contract (SY 05-06:211; SY 10-11:19), as a second
reading.
Approved
Addition of B 2.2.8.1 (Second Reading)
Motion to approve the addition of B 2.2.8.1 Have auxiliary staff sign an agreement appropriate to theposition they will fulfill, as a second reading.
Approved
Addition of B 2.2.8.2 (Second Reading)
Motion to approve the addition of B 2.2.8.2 Have all volunteers and auxiliary staff sign the child safetycode of conduct, as a second reading.
Approved
Current policy:
B3.3.4 The board shall not fail to care for the head of school by providing professional development
funds, consultants, and counselors as needed. (SY 08-09:141)
Amend B 3.3.4 (Second Reading)
Motion to amend B 3.3.4 The board shall not fail to care for the head of school, being careful toprovide, as needed, professional development funds, discretionary leave, and access toconsultants and counselors. (SY 08-09:141), as a second reading.
Approved
Current:

B 4.2.9.6 All board related documents will be posted to BRENDA by the board secretary or the board
chair who will receive training as needed. (SY18-19:122)
Amend B 4.2.9.6 (as a Second Reading)
Motion to amend B 4.2.9.6 All board related documents will be posted to the board portal by theboard secretary or the board chair who will receive training as needed. (SY18-19:122), as a second
reading.
Approved
Current:
B 4.2.9.6.1 The executive action minutes will only be posted to BRENDA by the board secretary or
the board chair. (SY18-19:109)
Amend B 4.2.9.6.1 (as a Second Reading)
Motion to amend B 4.2.9.6.1 The executive action minutes will only be posted to the board portal by
the board secretary or the board chair. (SY18-19:109), as a second reading.
Approved
Current Policy
B 4.2.7.1.1 Officers of the gakkou houjin: board chairman, vice chairman, and vice chairman offinances (cf. Act of Endowment, Chapter 3) (SY 09-10:143; SY 11-12:171)
Amend B 4.2.7.1.1 (as a Second Reading)
Motion to amend B 4.2.7.1.1 Officers of the gakkou houjin: board chair, vice chair, and vice chairof finance (cf. Act of Endowment, Chapter 3) (SY 09-10:143; SY 11-12:171), as a second reading
Approved
Current Policy
B 4.2.7.3.2 One position shall be filled at a time, and in the order of board chairman, vice chairman,
vice chairman of finances, and secretary.
Amend B 4.2.7.3.2 (as a Second Reading)
Motion to amend B 4.2.7.3.2 One position shall be filled at a time, and in the order of board chair,vice chair, vice chair of finance, and secretary, as a second reading.
Approved
Current Policy
B 4.2.8.2 Vice chairman. The vice chairman shall assist the chairman whenever possible in the
discharge of duties, and in the absence of the chairman, shall take over the chairman’s duties.
Amend B 4.2.8.2 (as a Second Reading)
Motion to amend B 4.2.8.2 Vice chair. The vice chair shall assist the chair whenever possible in thedischarge of duties, and in the absence of the chair, shall take over the chair’s duties, as a secondreading.
ApprovedCurrent Policy
B 4.2.8.3 Vice chairman of finances. The vice chair of finances shall collaborate as necessarywith the business manager regarding the financial affairs of the school. (SY16-17:35)
Amend B 4.2.8.3 (as a Second Reading)
Motion to amend B 4.2.8.3 Vice chair of finance. The vice chair of finance shall collaborate asnecessary with the business manager regarding the financial affairs of the school. (SY16-17:35), as asecond reading.
Approved
Current Policy
B 4.3.3.1 Definition of consent agenda
Items distributed prior to the board meeting and deemed by the head of school and board chairman
meeting-by-meeting likely not to need discussion are put on the consent agenda to be voted on in
one motion.
Amend B 4.3.3.1 (as a Second Reading)
Motion to amend B 4.3.3.1 Definition of consent agenda
Items distributed prior to the board meeting and deemed by the head of school and board chairmeeting-by-meeting likely not to need discussion are put on the consent agenda to be voted on in
one motion, as a second reading.
Approved
Current Policy
B 4.8.3.1The executive committee shall consist of the board chairman, the vice chairman, the vicechairman of finances, and the secretary.
Amend B 4.8.3.1 (as a Second Reading)
Motion to amend B 4.8.3.1 The executive committee shall consist of the board chair, the vice chair,
the vice chair of finance, and the secretary, as a second reading.
Approved
Motion to approve the May 11, 2022 Governance and Policy Review Committee minutes.
Approved
SY21-22:128 Review and approve Monitoring ReportMotion to approve the May 2022 Monitoring Report.
Approved with great thanks.

SY21-22:129 Review and approve Head of School Report
Motion to approve the May 2022 Head of School report.
Approved with thanks.

SY21-22:130 Approve Acting Head of School for July, 2022
Anda Foxwell’s contract ends June 30, 2022. David Mawhinney’s contract does not take effect until
August 1, 2022. We need leadership coverage from Anda’s departure in June through the month ofJuly. After discussion with the head of the HR department and the board executive the following
people are presented for our approval. This is in accordance with B 2.5.3 “Seek board approval forthe appointment of an acting head of school during absences of more than two weeks.”
Motion to approve the appointment of Nathaniel Rudd as Acting Head of School from July 1 to July16, 2022.
Approved
Motion to approve the appointment of Pamela Kumate as Acting Head of School from July 17 to July
31, 2022.
Approved
SY21-22:131 Abuse Memorial update
Anda Foxwell gave an update on the abuse memorial.
Anda Foxwell has been in contact with the alumni representatives regarding a memorial. Feedback
has been received from several alumni and Anda will meet with this group again on May 27, 2022.
Incoming head of school David Mawhinney will join a meeting with this group to introduce himself tothe alumni representatives.
A survey has been sent to the appropriate alumni gauging interest in attending an alumni retreat for
those affected by the historical abuse investigation.
SY21-22:132 Executive Session
See May 17, 2022 Executive Action minutes for details.
SY21-22:133 Consent agenda
Motion to approve the consent agenda as presented.
Approved

●
●
●
●
●
●

March 15, 2022 BoD minutes
March 15, 2022 Executive Action Minutes
May 10, 2022 Finance Committee Minutes
Monitoring partial or non-compliance report (Board Chair report)
Head of School Professional Development fund usage for SY 2020-2021 (Board Chair report)
B.3, B.4 policy compliance report (Board Chair report)

SY21-22:134 Board Housekeeping● Approve Annual Agenda for SY 2022-2023 (Board Chair Report)
Motion to approve the annual agenda for SY 2022-2023 acknowledging that items might beadded throughout the year.
Approved● International School’s Governance Conference- Chiang Mai, Thailand is scheduled forSeptember 2022
●Establish an ‘advisory body’ to assist the board(s) in the coming school year- Joel Peterson,
Karen Stoesz, and Gerald May are available, as needed, to answer questions from the newboard members.
● The board appreciates Kurume Christ Church for allowing us the use of their meeting hall forour meetings. The board does pay the church for the use of the building for our meetings.
SY21-22:135 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 maybe approved at our next Board meeting.
Approved
Motion to approve the May 17, 2022 EA minutes.
Approved
SY21-22:136 Closing Prayer
Anda Foxwell closed in prayer.
SY21-22:137 Adjournment
Anda Foxwell was presented with a gift to express the board’s gratitude for her many years of faithfulservice.
Motion to adjourn the meeting at 2:08 p.m.
Approved

Respectfully submitted,
Karen Stoesz
Board secretary
Signatures________________________________ (seal)
Gerald May- Board Chair________________________________ (seal)
Lawrence Spalink- Board Member________________________________ (seal)
Karen Stoesz- Board Member