Lexis School Law Services David R. Hostetler, Esq ., PLLC Serving North Carolina schools of choice www.Lex-is.com Board Governance Training Session Thomas Jefferson Classical Academy – October 16, 2025 A. Introduction 1. Keep 1st things 1st: MLK, Jr.: The Purpose of Education “Education must ... train one for quick, resolute, and effective thinking. To think incisively and to think for one's self is very difficult. We are prone to let our mental life become invaded by legions of half-truths, prejudices, and propaganda....” 2. “Strategic Legal Practices” for school excellence and integrity 3. Diagram of Charter School Law B. 10 Rules/Best Practices 1. Fundamental legal duties: Oversight, due diligence, good faith/fidelity 2. Uphold/oversight of school mission, values, and compliance 3. Annual review and commitment to Board Code of Ethics/Conduct and Conflict of Interests 4. Symbiotic board and administrative relations: clear communications/lines of responsibility 5. Board engagement and assignment of effective committee structure 6. Adherence to Open Government (“Sunshine”) rules (see below) 7. Everyone stays in their lanes: let Administration administrate / avoid “stepping in” 8. Orderly operations : avoidance of drama, overreaching, etc. 9. Regular Governance Audits (5 year cycle): Governance Docs –Policies – Handbooks – Contracts - Charter 10. Engage your attorney : for all real and potential legal questions, contracts, etc. C. Open Government (NC “Sunshine” laws) – see next page D. Questions & Scenarios 1. Questions? 2. Bill Blowhard shows up at every regular board meeting and complains at length about how the administration does not listen to parents or make changes that he/others have urged. These appearances are sometimes disruptive and awkward, and occasionally create post-meeting difficulties. 3. The finance committee has five members with busy schedules. Consequently, they frequently change meeting times, often communicate via group text, and occasionally hold meetings with two members present when the others give late notice that they cannot attend. APPENDIX: OPEN GOVERNMENT RULES AND PRACTICE A.Basic Open Government (“OG”) Requirements for Charter Schools The charter school and board of directors of the private nonprofit corporation that operates the charter school are subject to the Public Records Act, Chapter 132 of the General Statutes, and the Open Meetings Law, Article 33C of Chapter 143... B. Public Records (G.S. 132) 1. “Public record” = “all documents...[e-]records... regardless of physical form or characteristics, made or received ... in connection with the transaction of public business by any agency...” 2. No time limits / anyone may request -- citizen or not / motive and purpose irrelevant 3. Appointment of a PR Custodian ; duty to retain records in protected, fireproof space 4. Response required as “promptly as possible” / records produced “as soon as reasonably possible” 5. Digital dimensions : distinct coverage and aspects of e-records / any device (agency or private) 6. May not withhold records containing confidential info, if redactable 7. Explanations for denial and redaction of records 8. Costs: Actual costs incurred and “special service charges” G.S. 132.6.2(b) ...Except as otherwise provided by law, no public agency shall charge a fee for an uncertified copy of a public record that exceeds the actual cost to the public agency of making the copy.... [i.e.] chargeable costs related to the reproduction of a public record as determined by generally accepted accounting principles and does not include costs that would have been incurred by the public agency if a request to reproduce a public record had not been made. ... Notwithstanding the provisions of this subsection, if the request is such as to require extensive use of information technology resources or e xtensive clerical or supervisory assistance by personnel of the agency involved.... then the agency may charge, in addition to the actual cost of duplication, a special service charge, which shall be reasonable and shall be based on the actual cost incurred for such extensive use of information technology resources or the labor costs of the personnel providing the services.... ...If anyone requesting public information from any public agency is charged a fee that the requester believes to be unfair or unreasonable, the requester may ask the State Chief Information Officer or his designee to mediate the dispute. C. Open Meetings (G.S. 143, Art. 33) 1. Open Meetings (“OM”) = open to the public (rationale: doing the public’s business) 2. Basic requirements: a. For any “official meeting” -- of a board or board committee majority -- to transact agency business (includes informal meetings) b. Includes E-meetings involving “simultaneous communication” c. Excludes non-business, social, or informal assembly, unless intended to evade the spirit of law d. Applies to all board and board committee meetings of majority of members 3. Regular meetings a. Regular meeting schedule to be posted in central location (main office and web page) b. 7-days notice for any changes to regular schedule 4. Special meetings (48-hr notice): a. Time, place, and purpose(s) must be noticed b. Notice (1) posted on principal bulletin board (or meeting room door if no b-board), (2) distributed to all who have made written requests for notice (e.g., media); and (3) posted on web page c. Body must limit meeting to stated purpose(s) 5. Emergency meetings (< 48 hrs) a. Only for “generally unexpected circumstances that require immediate consideration” b. Media notice c. Similar meeting requirements as for special meetings 6. Recessed meetings: may announce in open session of initial meeting (date, time, place) and website 7. Closed meetings (132-318.11) a. Only if allowed by 1 or more statutory exceptions b. Notice of meeting must identify reason(s) under statutory exception(s) c. Common statutory reasons: e.g., preserve confidential records, preserve attorney-client privilege, economic development (property purchase/search), employment issues/contract negotiations d. Procedure: ● Begin in open meeting and vote to enter closed session ● Formal action taken in open meeting ● Maintain confidential minutes and a general account for public record purposes (or combine) 8. General meeting requirements a. Public comment – not required, but allowed, subject to board rules. b. Presiding officer may direct disruptive person to leave; if person refuses, may be charged with a misdemeanor per G.S. § 143-318.17 c. Board should operate based on reasonable rules of order. (Robert’s Rules of Order not required and not recommended, except where necessary.) d. Remote participation allowed – law unclear re. quorum/voting requirements 9. Meeting minutes a. Must keep “full and accurate minutes....” (undefined, but include at least board actions and circumstances legally supporting the actions, e.g., a quorum present) b. Closed sessions: must maintain a “general account”...“so that a person not in attendance would have a reasonable understanding of what transpired.” (Some boards combine closed session minutes with the general account; circumstances may dictate if this is feasible while preserving sufficient detail and confidentiality) c. Closed session minutes to be approved; if not part of general account, then in closed session 10. Media a. School to maintain a media email distribution list b. Media outlets and others must give notice of intent to be on list c. School may require annual notice of intent, e.g., by posting the requirement on the OM webpage with contact information and deadlines, etc. 11. E-communications a. A “meeting” involves “simultaneous communication” b. Face-to-face or otherwise (e.g., telephone conference call) c. Uncertainty regarding other forms of e-communication (e.g., emails, text messages) d. Caution and best practice suggest avoiding a majority of members in text messages or near-simultaneous “reply all” emails. Resources: SOG NC Open Government Guide / SOG Open Meetings Resources