1.Nonprofit board regular meeting
When it fits: Use this when a 501(c)(3) board meets with the executive director present, money is tight, one director has a conflict on an agenda item, and the executive director's pay is discussed without the executive director in the room.
Bright Futures Tutoring, Board of Directors meeting minutes
Date: 2026-11-18 Time: 18:00 to 19:52 Location: Bright Futures office, 410 Elm Street, Dayton. Priya Natarajan attended by video. Type: Regular quarterly meeting Presiding: Carol Whitfield, Chair. Recording: James Oduya, Secretary Directors present: Carol Whitfield, James Oduya, Priya Natarajan (remote), Luis Herrera (Treasurer), Angela Moss, Robert Kincaid Directors absent: Sandra Liu Also present: Deborah Chen, Executive Director (items 1 to 6); Mark Feld, bookkeeper (item 4 only) Quorum: Met. 6 of 7 directors present; 4 required.
1. Call to order
Carol Whitfield called the meeting to order at 18:00 and confirmed that notice had been given on 2026-11-04 and that a quorum was present.
2. Conflicts of interest
Robert Kincaid declared that his firm, Kincaid and Associates, submitted one of the two proposals for the 2026 audit (item 6) and that he would leave the meeting for that item.
3. Approval of previous minutes
RESOLVED, that the minutes of the 2026-08-19 meeting are approved as presented. Moved Angela Moss, seconded Luis Herrera. Carried 6-0-0.
4. Reports
Executive director's report (Deborah Chen)
- 310 students served in the fall term, up from 262 last fall. Waitlist of 48.
- The Harlow Family Foundation awarded 75,000 dollars over two years for the middle school program, confirmed in writing 2026-11-10.
- Two part-time tutors resigned in October; recruiting is under way. Written report attached.
Treasurer's report (Luis Herrera, with Mark Feld)
- Year to date through October: revenue 486,000 dollars against budget of 512,000; expenses 504,000 against 509,000. Operating deficit 18,000 dollars, driven by lower than budgeted individual giving.
- Cash on hand 141,000 dollars, about 3.3 months of expenses. Statements attached.
- Luis Herrera recommended the board treat the Harlow grant as restricted and not use it to cover the deficit.
5. Unfinished business
2027 budget
- Discussion: The draft budget presented in August assumed individual giving growth of 8 percent. Given the year-to-date shortfall, directors asked for a revised draft at 2 percent growth with the resulting expense cuts identified.
- RESOLVED, that the 2027 budget be deferred to a special meeting in December and that the Executive Director present a revised draft assuming 2 percent individual giving growth. Moved Luis Herrera, seconded Priya Natarajan. Carried 6-0-0.
6. New business
Selection of auditor for fiscal 2026
- Robert Kincaid left the meeting at 19:05.
- Discussion: Two proposals were received: Kincaid and Associates at 11,500 dollars and Greenway CPA at 13,200 dollars. The finance committee recommended Greenway CPA to avoid the appearance of a conflict, noting both firms are qualified.
- RESOLVED, that Greenway CPA be engaged to audit the fiscal 2026 financial statements at a fee not to exceed 13,200 dollars. Moved Angela Moss, seconded James Oduya. Carried 5-0-0. Robert Kincaid was absent for the vote.
- Robert Kincaid returned at 19:14.
7. Executive session
The board entered executive session at 19:20 to discuss the Executive Director's annual compensation review. Deborah Chen left the meeting. The board returned to open session at 19:46. On return, RESOLVED, that the Executive Director's compensation for 2027 be set as recorded in the confidential compensation file held by the Chair and Treasurer. Moved Carol Whitfield, seconded Luis Herrera. Carried 6-0-0.
8. Action items
- Revised 2027 budget draft at 2 percent giving growth (@Deborah) @due(2026-12-04)
- Engagement letter with Greenway CPA (@Luis) @due(2026-12-01)
- Notice of the December special meeting to all directors (@James) @due(2026-11-25)
- Communicate the compensation decision to the Executive Director in writing (@Carol) @due(2026-11-20)
9. Next meeting
Special meeting, 2026-12-11, 18:00, office and video. Regular meeting 2027-02-17.
10. Adjournment
There being no further business, the meeting was adjourned at 19:52.
Respectfully submitted, James Oduya, Secretary, 2026-11-20. Approved by the board on [to be filled in on 2026-12-11]. Signed: James Oduya, Secretary. Carol Whitfield, Chair.