The Echo

Pencader Charter School recently published its "amended" and "restated" bylaws.  The new document, available here, raised some eyebrows over Kilroys as it named the former school leader the corporation's Registered Agent.

What is a registered agent?   (from wikipedia)
A registered agent, also known as a resident agent^[1] or statutory agent,^[2] in United States business law, is a business or individual designated to receive service of process (SOP) when a business entity is a party in a legal action such as a lawsuit or summons.^[3] The registered agent's address may also be where the state will send the paperwork for the yearly renewal of the business entity's charter. The registered agent for a business entity may be an individual member of the company, or (more often) a third party, such as the organization's lawyer or a service company. Failure to properly maintain a registered agent can affect a company negatively.^[3]

The State of Delaware provides a portal to research resident agents via its "entity search" option.
The entity search for Pencader Education Association provides this information:

Entity Details

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THIS IS NOT A STATEMENT OF GOOD STANDING
File Number:	3699458	Incorporation Date / Formation Date:	09/04/2003 (mm/dd/yyyy)
Entity Name:	PENCADER EDUCATION ASSOCIATION
Entity Kind:	CORPORATION	Entity Type:	NON-PROFIT OR RELIGIOUS
Residency:	DOMESTIC	State:	DE
REGISTERED AGENT INFORMATION
Name:	ANN E. LEWIS
Address:	27 TREMONT COURT COTSWOLD HILLS
City:	NEWARK	County:	NEW CASTLE
State:	DE	Postal Code:	19711
Phone:
Additional Information is available for a fee. You can retrieve Status for a fee of $10.00 or more detailed information including current franchise tax assessment, current filing history and more for a fee of $20.00. Would you like Status Status,Tax & History Information Now, I'm not going to spend $10 or $20 to learn anything else about this entity, but you could.  Instead, I'm going to take you through the process that resulted in this outcome.  Isn't the more meaningful question:  How did Ann Lewis Become Pencader's Registered Agent? Ancillary to that - Is it common for the school leader employed by a charter school corporation to be the registered agent? A. These "amended" and "restated" bylaws were adopted by the Pencader Board of Directors on November 12, 2012 as reflected in the document itself and confirmed in the BOD meeting minutes for the same date: By- Law revisions Motion to accept the amended and restated By-Laws of the Pencader Education Association. Mr. Evans yes, Mrs. Clemmons yes, Ms. Kennedy yes, Mr. Anderson yes, Mrs. Davis yes, Dr. Young yes, Mr. McIntosh yes. Motion passed unanimously.   This action was witnessed by   ·         Steve Quimby- Interim School Leader ·         Tami Koss- Temporary School Leader ·         Barry Willoughby- School Counsel ·         Adria Martinelli- YCST (School Counsel) ·         Debbie Doordan- E.D. Innovative Schools ·         Don Liberati- Innovative Schools ·         Chuck Taylor- DCSN ·         Kendall Massett- DCSN ·         Ron Prettyman- Parent   The above mentioned information confirms that the statement in the document that Ann Lewis is the registered agent is not a mere ERROR. BOD members Evans, Clemmons, Kennedy, Anderson, Davis, Young and McIntosh affirmed her position.  There can be no disputing this fact. B. By what process did Lewis achieve this distinction? Corporations can't simply amend their bylaws to change their agent.  The State of Delaware has established a process, including the submission of various forms, found here: http://corp.delaware.gov/coa09.shtml  For those of you who are non-searchers, here's the gist:   A corporation must apply for a "Certificate of Change of Registered Agent and/or Office to be filed in accordance with Section 133 of the General Corporation Law of the State of Delaware. The fee to file the Certificate is $50.00 ($5.00 for non-profit corporations). If your document is more than 1 page, please include $9.00 for each additional page. You will receive a stamped “Filed” copy of your submitted document. A certified copy may be requested for an additional $50."   A corporation needs to provide the following information: 1. The current name of the corporation exactly as it appears in the state's records. 2. The new name and address of the registered agent you are appointing to accept service of process for the corporation.   Easy Peasy.   Not Quite:   The forms contain an execution block: "The document must be signed by an authorized officer of the corporation pursuent to Section 103 of Title 8.  The name of the person must be typed or written legibly underneath the signature.   And then there's good 'ole #3:   3. The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.   And that answers B - The Pencader Education Association's Board of Directors adopted a resolution decreeing Ann Lewis as the incoming registered agent.  Following this action item, the BOD's authorized agent submitted the required forms and paid the $5.00 non-profit filing fee (assuming the submission was only one page) to have Ann Lewis recognized as the Registered Agent.    Since the Nov. 12, 2012 minutes fail to record any details regarding the action of "amending" and "restating" the bylaws, it could be assumed that this action occurred then.  Note, the changes were unanimously approved.  Even the highly experienced and invigorating new board members may have placed Ann Lewis, already dispatched by Nov. 12, into this role.    Whether it happened Nov. 12 or sometime previous - one fact cannot be disputed: Not one Pencader board member voted NO on Nov. 12 to giving the former school a valid, legal role in the function of the Pencader Education Association corporation.  And that is a fantastic concern.   C.  So just how common is it for charter BODs to name current or former school leaders as their registered agent?   Family Foundations - Foundations Inc at 1101 Delaware St. Academy of Dover - Academy of Dover, Saulsbury Rd. CSW - PHS Corporate Services, Inc. DAPSS - DAPSS Harmony Rd. DCP - Anita Roberson (past principal) Eastside Charter - Eastside Charter DMA - Bancroft Service Corp GLS - Pam Draper (School Leader) Kuumba Academy - Kuumba Academy Aspira of Delaware Charter Operations -  Jaime Rivera (former chairman and  president of Aspira) MOT Charter - MOT Charter NCS - NCS Odyssey Charter School Inc. - George Righos (current BOD VP) Postive Outcomes - Edward J. Emmet Jr. (Executive Director) Prestive - Prestige Reach - Reach New Maurice Moyer - Agents and Corporations, Inc. Sussex Academy of Arts and Sciences -  Sussex Academy of Arts and Sciences Edison - Corporation Services Company Campus Community School - Could Not Discern Entity   Pencader Education Association - Ann Lewis (former School Leader)   I think you can draw your own conclusions.

Pencader has two lenders who have approved them conditionally for a loan.  The condition?  Funding flowing from the state on July 1st.  DOE has previously informed Pencader that their funding will not flow on July 1 unless they can guarantee they have a loan.  The loan is contingent upon the July 1 funding.  The July 1 funding is contingent upon the loan.  The loan is contingent upon the state funding on July 1.  July 1 funding is contingent on the loan.  The loan on July 1, July 1 on the loan...

Scratching your head yet, or have you already rammed it into the brick wall???

There are lenders out there that believe that Pencader has a sustainable plan to pay them back, operate a school, and be free from financial problems.  At least one of these lenders loans money to the State of Delaware.  They have faith in Pencader.  Why is the state playing russian roulette with our children's futures?

Good evening!
In communications back and forth with legislators, etc. I don’t know if the horror of the timeline over two fiscal years has been addressed to you. It has made our situation even more difficult and although Reach Academy made that one of the 122 points in their complaint we felt it best not to sign on with them. However, let me just quickly tell you how we are impacted here: · Our public hearing is July 13 and the SBE does not meet again until July 21. That takes our issue into the new fiscal year.· We have two lenders who are very willing to help us, BSA Capital of New Jersey, and a private loan here in New Castle.· However, the lenders, rightfully, want assurance from the state that Pencader will be a school, even a school under probation, in the new fiscal year, so that they can be assured of repayment. DOE will not grant that. DOE has frozen our accounts so no current bills can be paid, and they are not depositing funds into our account on July 1 as is typically done.· Our new budget (designed by Bill Bentz of Innovative Schools, formerly with Colonial School District) has a very reasonable repayment structure built into it, something very affordable with all of the expenditure cuts we have made (close to $700,000 per year.)· We had hoped to get some donated money but that did not work out favorably.

We are instituting a Capital Campaign which will aid us not only in repayment but in building a solid financial base from which to work. We simply need to be given a year to prove that what we are doing is right and is workable. We did not create the problem but we have fixed it. The children of Pencader and their families should not be punished because of the real negligence of less than a handful of adults. Thank you for anything you can do for us. Listening is important!

Harrie Ellen Minnehan
President, Pencader Charter High School Board of Directors