The Echo

Pencader Charter School Formal Review IV Response to DOE CSAC

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.

There's a lot of conjecture out there right now about what will happen to Pencader. I've had a renewed run on the telephone with parents asking if our school will be closed. To that end, rather than conjecture, I asked the PIO at DOE if I could have a copy of the statement sent by Sec. Murphy to the News Journal. She quickly supplied it.

Italicized to indicate direct quote and statement entirety.
Here it is: