2013 AGM

These minutes were approved at the 2014 AGM.

EBC Meeting Minutes for Annual General Meeting 2013

Board meetings are open to the EBC members and the public.

• Location: Parkdale/Chromdale Community League Hall, 11335-85 St, Edmonton
• Start Time: 11:00 am

Please RSVP to [AGM@edmontonbikes.ca] if you plan on attending. Childcare is available if requested in advance.

Attendance

• Members: Chris Chan, Neil Carey, Chris Corrigan, Leila Sidi, Kristen Flath, Anna Vesala, James Phillips, Jason Proche, Caylie Gnyra, Justin Bartlett, Meghan Thiessen, Coreen, Karly Coleman, Steve Anderson, Rob Drinkwater, Adrian Pearce, Nora Shea, Jeff Davis, Keith McIsaac, Benjamin D. Franck, Peter Verboom, Roberta Franchuk, Mimi Williams, Robert Clinton, David Hohm, Derek Flynn, Bernadette Blakey, Zane Lewis, Doug Barrett, Tim Fitzpatrick, Alexey Kalinin, Sarah Harold, Micah Cooper.
• Meeting Chair: Leila
• Minute-taker: Justin
• Food by: board members

Call to Order

• Meeting called to order by Bernadette at 11:19am.
• Welcome and review of logistics (food, child care, toilets, emergency exits, etc)

Approval of Agenda

• Motion: To approve agenda as presented. Motioned by Chris Corrigan. Seconded by Nora Shea. Motion Carried.

Approval of Last AGM's Minutes

• Motion: To approve 2012 Annual General Meeting minutes. Motioned by Jeff Davis. Seconded by James Phillips. Motion Carried.

Reports

See 2013 Annual Report: http://edmontonbikes.ca/w/Annual_Reports

President's Annual Report (15 min)

• Leila Sidi
• Thanks to everyone for coming. After a busy 2011/2012 with BWN opening there was a lot of expansion, this year there was a focus inward - policy, direction. The board was motivated by building relationships between board and staff.
• We started off this year by producing a finalized vision and mission statement at our January board retreat. We also developed some basics that were missing from our policies: board job descriptions and code of conduct.
• The organization continues to grow month by month, currently boasting over 1000 members.
• At our winter retreat - came up with three goals:
  • Charitable status for EBC. Something to hopefully provide some financial stability. The application is slated to be submitted by the end of the year.
  • HR policy. We sought to solidify relationships between board and staff. Our committee managed to pass some policy, brought the BikeWorks manager to full-time hours, and get full benefits for full-time staff.
  • Financial stability for BikeWorks North. The shop managed to perform well over our goal for being in the black for BikeWorks North for the year. This success extends to the South shop as well.
• We have also seen some difficulties: BikeWorks South closing after 10 years at its current location. The board is considering taking a mortgage to find a new place. We are considering many options.
• In addition we saw the resignations of Duncan Kinney, Micah Cooper, Adam Burgess, Lee Villinsky. We are grateful to have filled the spots with skilled replacements.
• The board would also like to recognize Neil Carey for completion of a four year term on the board. He will be leaving us this year, and has served as Treasurer for pretty much the entire term. Neil will be missed.
• A big thank you to all volunteers and staff for continued participation in making cycling more accessible in Edmonton.

Executive Director's Annual Report (15 min)

• Chris Chan
• It has been another record year for EBC - both shops have been busier than ever before and open longer hours than ever before.
• The organization hit a new membership record this year - over 1100. This is actually a lower number than what we have, due to a bug in our computer system.
• The spoke. program has registered over 80 participants after being relaunched last year, graduated around 60 kids with bikes. It has run well on a small budget, and is being run ably by Tara Sobey.
• We have have run the special needs learn to ride program for around a decade, which has been quite successful. This year saw the addition of an adapted bicycle loan pool program. We have so many bikes in the pool we're having troubles finding a storage space for them. There is definitely growing pains dealing with a high demand. The program has a high overhead, and requires lots of mechanic hours and lots of storage space. We received money from the President's Choice Children’s Assisted Learning program.
• As you probably know we are looking for a new space for BikeWorks South. The end result could look like a lot of things. I am currently putting a business/fundraising plan for moving downtown. This requires a lot of groundwork, but would allow us to grow. It could also look like what we have right now. There is going to be a lot of change over the next year.
• In the meantime we have BikeWorks North. We are grateful not to be without a shop while we secure an alternate location for the South shop.
• Financially, due to being busier and open longer, in addition to programs like the bike rack rental program, which has been well utilized, we have been able to expand and diversify our funding. This means less time on grant applications, allowing us time to find funding that is much more secure.
• Going forward - finding a new home for BikeWorks South. It will be a lot of work to get things going again. We will need to find new resources to sustain the growth we've undergone.
• This year, in tabling, the majority of people actually knew about EBC already, in comparison to previous years. Cycling blew up as a civic issue in February around bike lanes. They continue to be an election issue. The issue has been coming up in ward and mayoral forums. We will see what the election will bring to Edmonton and to EBC.

Treasurer's Annual Report (15 min)

• Neil Carey
• This has been a spectacular year. Memberships up 50%, donations are up 30%, BikeWorks revenue has gone up almost 100%. We’ve seen solid growth, paralleling the growth of cycling in Edmonton in general.
• A lot of grants went into start up of adaptive bike program. There were some provincial grants which are no longer being offered. We continue to garner money from our casino participation.
• Despite the growth in revenue, there has not much change in our cost structure. Thanks to our volunteer base there isn't a financial cost to being open longer/more hours. Program materials costs were almost entirely covered by grants.
• This year we saw a profit of $36,000, which blew what we were expecting out of the water. We are budgeting to spend it all in the next budget.
• Some of our cost increases like benefits for staff and bringing back food for volunteers would have let us break even if we were not losing our space at BikeWorks South. Due to moving our space we are budgeting to spend the surplus from this year. Based on the success of the past year this loss should be manageable on a temporary basis, but the first year will be needed to set up the new space.
• Member question about the money allocated to buy a new space
  • The money in the budget doesn't refer to buying a new space.
  • Taking out a mortgage converts cash into an asset, without affecting our expenditures.
  • We will be seeking at this meeting for the membership to approve taking out a mortgage.
  • We do get funding through AGLC casinos, which is restricted in it’s applications - thanks to funding diversification, now this money is only about 25% of our revenue. Even still AGLC funding allows us to pay for facilities.
  • Money for facilities comes mostly from our casinos.
• Member question about interest rates on mortgage
  • We have not run projections on increasing interest rates. In looking at a mortgage we will likely look for fixed rate for a certain term. Buying a space have certain risks - if property values go down and interest rates go up, we could run into issues.

Motion: To approve the annual report as presented. Motioned by Karly Coleman. Seconded by Kristen Flath. Motion Carried.

Volunteer Awards (15 min)

• Coreen
• EBC relies on volunteers to keep us running. We have 70-80 active volunteers. We would like to recognize all of them but don't have time! Everyone brings their own indelible mark to the organization - these awards are just the tip of the iceberg.
• The volunteer awards are named after past volunteers who are no longer with us, 4 this year. Each recipient will get gift certificates from MEC, Carbon, EGS.
• The Jack Grainge Award is celebrates a life-time commitment to cycling in the broader community. This year's recipient is Janine Halayko.
  • Janine is the Coordinator of You Can Ride Too/You Can Bike Too program. She envisioned the adapted bike loan pool, since kids grow out of bikes so fast and bikes are so expensive. Janine has nearly singlehandedly spearheaded the entire program, from visioning to execution.
• The Dale Allsopp Award is awarded to a person for bringing something special to the organization (innovation, volunteering, energy). This year's recipient is Robert Clinton.
  • Anyone spending any time at BikeWorks North has likely run into Robert. He’s great with patrons and extremely helpful. He understands EBC as part of, and serving, a community.
• The Ian Helgesen Memorial Award recipient is Tara Sobey.
  • Tara is the current spoke program coordinator. Tara started out with the spoke as a practicum placement for her social work degree. She has stayed with us long past the end of that practicum. Tara helped the spoke get connected and get established. She played a big role in ensuring the permanence of the program, and regularly bakes cupcakes for the participants. Tara has also taken on learning how to fix bikes.
• The Peter Pal Memrial Award recipient is Tim Fitzpatrick
  • From Tim: “Peter taught me a lot. I should probably just give this back to him. We are still working on his projects - including getting everyone wearing straight ties when they come into the shop.”
  • Tim often acts in a critical but unseen role. Without him BikeWorks would have been stretched past its breaking point long ago. The amount of work Tim does at BikeWorks South blows my mind. He does all the low-glamour jobs that no one wants to. Tim does the things that make our shop a welcoming place to be.

Budget 2014 (15 min)

• Neil
• Given that BikeWorks South is closing we are expecting a bit of reduction in memberships and bikes sales.
  • We will experience a huge hit in grant revenue, lots of money came from grants for setting up BikeWorks North.
  • We are hoping to keep the rental program running while between South locations.
  • This budget is in line with what we've been doing, but accounting for the interruption in revenue from BikeWorks South.
• Expense
  • Increases include providing full-time staff with benefits and hiring a bookkeeper.
  • This is a largely hold-the-line budget.
  • We are budgeting for a significant increase in rent for the South location - we were getting a really good deal from our previous landlords.
  • We did not do a lot of courses this year - looking to increase for next year.
  • Member question about donations to community partners
    • The donations were to Velofest Community Organization - mostly in-kind, to help run Bike Month.

Motion: To approve the 2013-2014 Budget as presented. Motioned by Rob Drinkwater. Seconded by Sarah Harold. Motion Carried.

~ Intermission / health break (10 min) ~

New Business

Bylaw Amendment - Membership (10 min)

• The Board proposes to remove that portion of the section that is bolded. The section’s current wording is: “Members in Good Standing, Regular Members who have been members for at least one calendar month and any honorary members shall be considered members in good standing. A regular member who has lapsed for no more than six months shall also be considered a member in good standing immediately upon payment of their dues.”
• This amendment will broaden the category of “Members in Good Standing” and as a result, the number of eligible candidates for the Board the Directors. This will help avoid the exclusion of any potential candidates as a result of failing to have renewed or signed up for their membership prior to the Annual General Meeting.
• Discussion:
  • Members are concerned that it was put in to prevent a hostile takeover. This situation is not improbable, and has happened in the past at EBC. People think it is a good idea not to remove it. If some group organized themselves outside of this, they could take over the organization. These things are in to protect the organization. Know of at least one organization where exactly that has happened. Don't think there has to be a lot of money involved for this to happen, could just be a factional split. Bylaws need to be written with a worst case scenario in mind. The non-profit that owns the BikeWorks South building had just this thing happen.
  • Last year we had a board member who was not a member in good standing at the election last year, we wanted to prevent us from losing valuable members to technicalities. We could remove the requirement for being in good standing for the election, but must be a member in good standing to vote.
  • Clarification: is it currently in the bylaws that one must be a member in good standing to vote? One can be a new member to run, need to be a member in good standing to vote.
  • What about membership lapse? Even for running for the board, want to make sure they're a member in good standing.
  • We have had lots of interest in being board members in the AGM. Even if we go to a system where they have to be a member in good standing, we should have a provision for overriding that. There are lots of opportunities for people to get involved not at the board level. Suggest that 80% of the board must vote to override the candidate. What about stipulating that only 1 or 2 board members must be in this position?
  • Board will take this motion back to be reworked for next year...

• Motion: To change the current Bylaw section titled Membership (b)(iii) to read: “Members in Good Standing, Regular Members and any honorary members shall be considered members in good standing.” Motioned by Derek Flynn. Seconded by Karly Coleman. Motion Failed.'

Bylaw Amendment - AGLC (10 min)

• The Finances section sets out the powers and responsibilities of the Society with respect to managing its finances. The Board proposes to add subsection (h) to accommodate the requirements of the Alberta Gaming and Liquor Commission (AGLC). Any non-profit receiving funds from AGLC must have a clause setting out what will happen to the remaining assets of the Society upon dissolution. According to AGLC, the remaining funds must be disbursed to an eligible charity or religious group or purpose, or be transferred in trust to a municipality until such time that they can be transferred to a charitable or religious group as approved by the Board.
• Discussion:
  • Ask to add "as defined by AGLC."

• Motion: To add a section titled Finances (h) to the Bylaws which shall read: “If the Society is dissolved, any funds or assets remaining after paying all debts shall be paid to a registered and incorporated charitable organization or organizations, as defined by the Alberta Gaming and Liquor Commission. The Society will select this organization by Special Resolution.” Motioned by Steve Anderson. Seconded by Micah Cooper. Motion Carried.

Mortgage Proposal (5 min)

• This motion would give us up to the 2014 AGM to secure a mortgage.
• A member would like to remove the “central” stipulation. General agreement.
• Capital asset makes takeover more enticing. Non-profits shouldn't have capital assets.
• Taking on a mortgage broadens the potentials for what kind of space we can find. Increases the security over a lease agreement.
• Not likely to entice takeover due to associated debt, it's not just an asset.
• After paying off the mortgage, we increase our sustainability - never have to be worried about rent increases or being kicked out.
• Taking precautions is important, but we don't want to structure our decisions around a possible takeover.
• Do charitable organizations still have to pay property tax? Not certain, but believe we'd be exempt from property tax.
• Risk of owning property. There are some options available.
• Wondering if the max could be increased to $800,000. This would be a mortgage payment max of approx $4500/month
• Looking into space that we could sublet as well. Possibility of closing BikeWorks North and consolidating space is on the table.
• Should amend to include renovating the space, not just purchasing it.

• Motion: That the board be authorized to take on secured debt in an amount not to exceed $800,000 for the purpose of purchasing and improving a facility in Edmonton. This authorization must be renewed if no purchase contract is in place by December 1, 2014. Motioned by Karly Coleman. Seconded by Keith Hallgren. Motion Carried.

Board Elections (20 min)

• Overview of Election Process
• Nominations and Candidate Introductions (1 min each)
  • Nomination from the floor of Steve Anderson by Leila Sidi. Accepted.
  • Candidates: Steve Anderson, Chris Corrigan, Kristen Flath, Caylie Gnyra, Alexey Kalinin, Douglas Logan, Jason Proche, Meghan Thiessen
  • Candidates made short speeches
  • Vote by secret ballot was conducted where each EBC member had one vote. Elected: Steve Anderson, Caylie Gnyra, Chris Corrigan, Douglas Logan, Kristen Flath, Meghan Thiessen, Jason Proche.
• Announcement of 2013/2014 board (beginning December 1, 2013): Steve Anderson Justin Bartlett Bernadette Blakey Chris Corrigan Kristen Flath Caylie Gnyra Sarah Harold Douglas Logan Jason Proche Leila Sidi Meghan Thiessen Anna Vesala

Adjournment

• Motion: To adjourn the 2013 Annual General Meeting. Motioned by Micah Cooper. Seconded by Leila Sidi. Motion Carried.