M E M O R A N D U M


April 24, 2012


To:  Members of the Education, College Readiness and Success Committee

From:	Kenneth P. O’Brien, Chair, Education, College Readiness and Success Committee
		
Subject:	Revisions to Merge Charter Schools into Harlem Success Academy Charter School 3 (Manhattan)

Action Requested

The proposed resolution authorizes revisions of the charters of three education corporations authorized by the Board of Trustees and one education corporation authorized by the Board of Regents to merge into Harlem Success Academy Charter School 3 (authorized by the Board of Trustees), and permits certain amendments to the charter agreements and terms of operation of all of the schools. 

Resolution

I recommend that the Education, College Readiness and Success Committee adopt the following resolution:

Whereas the following charter school education corporations, all of which are located in Manhattan:

•	Harlem Success Academy Charter School (authorized by the Board of Regents);
•	Harlem Success Academy Charter School 2 (authorized by the Board of Trustees);
•	Harlem Success Academy Charter School 4 (authorized by the Board of Trustees); and
•	Harlem Success Academy Charter School 5 (authorized by the Board of Trustees);

(together with Harlem Success Academy Charter School 3, the “Constituent Corporations”) desire to merge into Harlem Success Academy Charter School 3 (“HSA 3”), which would be the sole successor corporation (the “Merger”); and

Whereas the Constituent Corporations further desire to change the successor education corporation’s name to “Success Academy Charter Schools – NYC,” and to amend their charter agreements and terms of operation such that all of the schools currently operated by the Constituent Corporations would have consistent terms of operation and the merged HSA 3 corporation would have one management contract with the not-for-profit charter management organization, Success Charter Network, Inc., that includes enhanced services and increased fees (collectively, with the Merger, the “Proposed Changes in Program”); now, therefore, be it

Resolved that pursuant to New York Education Law subdivision 2851(1)(b-1)(i) proposed revisions to: a) the charters of each of the Constituent Corporations authorized by the Board of Trustees to permit them to merge with HSA 3 and implement the Proposed Changes in Program; b) the charter of HSA 3 to permit it to merge with Harlem Success Academy Charter School; and c) the charter of Harlem Success Academy Charter School, to the extent necessary, to implement the Proposed Changes in Program if the Board of Regents approve a revision to its charter to merge with HSA 3; be, and hereby are, approved; and, be it further

Resolved that the Education, College Readiness and Success Committee finds: 1) the Proposed Changes in Program, including each of the revisions set forth above needed to implement same, meet the requirements of Article 56 of the Education Law (and all other applicable laws, rules and regulations); 2) approval of the Proposed Changes in Program (together with the other terms of each Constituent Corporation’s charter) would permit the merged HSA 3 to operate in an educationally and fiscally sound manner; and 3) approval of the Proposed Changes in Program are likely to improve student learning and achievement and materially further the objectives of the Charter Schools Act; and, be it further 
 
Resolved that the Charter Schools Institute, be, and hereby is, directed to enter into proposed revisions to each Constituent Corporation’s charter, such proposed revisions to incorporate the terms and conditions of the Proposed Changes in Program and such assurances and terms as the Charter Schools Institute shall deem necessary and appropriate, and, thereafter to submit such revisions to the Board of Regents for its review, comment and potential approval.

Background

Pursuant to Resolution No. 2010-117 dated September 15, 2010, the Board of Trustees delegated authority to revise charters to the Education, College Readiness and Success Committee.  

The Charter Schools Institute (the “Institute”) determined that the changes set forth in this resolution require revisions of the charters of all of the education corporations involved in the proposed merger pursuant to Education Law subdivision 2852(7), which must be approved by the Board of Trustees in its capacity as a “charter entity” under the Charter Schools Act (the “Act”).

Pursuant to Education Law subdivision 2857(1), the Institute notified the school district of location of the charter schools regarding the receipt of applications for charter revisions (copies on file in the Albany Office of the Institute).  As of April 17, 2012, the Board of Trustees did not receive any comments in response.  

The Institute reviewed the academic program elements (including enrollment projections, curriculum, staffing and special education programming), policies, budgets and proposed management agreements that would be affected by the education corporations’ requested charter revisions and found them satisfactory.  The Institute also reviewed the proposed revisions from the legal and fiscal perspectives and finds them suitable under the Act and applicable law.  Therefore, the Institute recommends that the Education, College Readiness and Success Committee (the “Committee”) approve the requested revisions.  

If the merger is approved by the Committee, the revisions effectuating the merger must be submitted to the Board of Regents together with a proposed revision by Harlem Success Academy Charter School (authorized by the Board of Regents) for action by the Board of Regents.  If the Board of Regents does not approve the revision of the charter of the Harlem Success Academy Charter School, the SUNY authorized schools may merge or withdraw from the merger at their option.  The merger would not be effective until approved by the Board of Regents or by operation of law and until the date set forth in the plan of merger (July 1, 2012).