2016 AGM

These minutes were approved at the 2017 AGM.

EBC Meeting Minutes for Annual General Meeting - October 2, 2016

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

• Location: Downtown Edmonton Community League, 10042 103 Street
• Start Time: 1:00 pm

Attendance

• Members (27): Adrian Pearce, Anna Vesala, Candace Boettger, Chris Chan, Chris Corrigan, Coreen, Derek Pluim, Geoff Hansen, Igor Arsovski, Jasmine Farahbakhsh, Jeff Davis, Jeremy Shepherd, Jonathan Woelber, Justina Watt, Karl Tracksdorf, Keith McIsaac, Michael Cenkner, Nancy Milakovic, Nora Shea, Peter Verboom, Randy Haliza-DeLay, Robert Clinton, Ron Cherlet, Seraphim Constantine, Thomas McCallum, William Eady
• Guests (1): Alec Forest
• Meeting Chair: Nancy; Minutes: Anna; Food by: Nancy

Call to Order

• Meeting called to order by Nancy at 1:21pm.
• Welcome and review of logistics (food, refreshments, toilets, emergency exits, etc.).
• Quorum established (greater than or equal to 20 members).
• Describe member package documents and voting slip.

Approval of Agenda

Motion: To approve agenda as presented. Moved by Nora, seconded by Robert. Motion Carried.

Approval of 2015 AGM Minutes

Motion: To approve 2015 Annual General Meeting minutes. Moved by Jon, seconded by Adrian. Motion Carried.

Reports

See 2016 Annual Report: http://edmontonbikes.ca/w/Annual_Reports

President's Annual Report (15 min)

• Jon W addressed the members
• Update on charitable status application. Application was submitted to CRA in Dec 2015 but still in review by CRA.
• You Can Ride 2 (YCR2) program now has long term storage space for adapted loan bikes beginning today! The space is leased from Goodwill Industries on 168 St and 114 ave.
• Negotiated another three year lease for BikeWorks North shop space at 9305 111 ave.
• Governance - we have been working on several policies and procedures, financial responsibilities.
• Bidding farewell to Alexey, Nathan, Kathy as board members throughout the year, as well as Rachel and Anna.
• Since 2015 AGM, Geoff has stepped in as Treasurer.
• Looking forward: Membership continues to grow though my goal as President is to help boost this growth even more.
• Thank you to staff, volunteers, sponsors, donors, and all members!

Executive Director's Annual Report (15 min)

• Chris Chan addressed the members.
• Theme from this year has been maintenance and controlled growth.
• Leslie Bush, External Coordinator, left in March and we did not back-fill that position to pause and determine priorities. Keith Hallgren was hired as Bike Builder and Brendan Huynh as BikeWorks Assistant Manager.
• Over 3100 hours of paid shop fees at both shops which is modest growth from previous year. Volunteers know that this paid shop time is only a portion of how busy the shops are each day.
• YCR2 Borrow A Bike has 120 bikes to loan
• Membership grows 10-15% each year. Dips are noted by the May and Nov membership renewal periods. We will be looking to do a membership analysis to help us determine where our memberships are coming from...
• BikeWorks shops have logged over 5,000 hours between 150 volunteers during over 2,000 hours of shop time!
• Women, Trans & Gender Non-Binary Program continues to provide an important safe space to ensure we offer inclusive community space.
• Outreach & events - although we scaled back, we were still very involved in many events each month! We are also happy to see several other groups and organizations supporting bike events: Paths For People, Core Conditioning, Edmonton Economic Dev Corporation, YEG Bike Party, etc.
• Civic Representation - we are busy! Things are looking good: downtown bike network was approved, 106 st, 101 ave...
• The Spoke has run a few sessions but also spawned a new program called UpShift which is a partnership with Boyle Street Community Centre.
• Discussion:
  • Q. BWS is pretty much at capacity. How can we increase membership when we are at capacity? Chris: Membership drive is mostly targeting people to renew but not necessarily to attend the shops.
  • Q. Any news on what City is intending to do in Mill Creek? Chris: No further news, other than trail closures will happen in spring.

Treasurer's Annual Report (15 min)

• Geoff H addressed the members.
• 2014-5 Fiscal Year end report was presented.
• Budgeted for $14k deficit but came in approx $14k surplus!
• We were given opportunity to do a casino earlier than expected which allowed us to do better than expected
• Donations and grants were also very strong this year.
• Discussion:
  • Q. Two people signing on financial statements currently, so two other members should be on an external audit committee. Geoff: yes! Anna: We do this every other year.
  • Q. Board should seek info on exact changes for accounting and record keeping requirements for charities before we become a charity.

Motion: To approve the annual report and 2015-6 financial statements as presented. Moved by Jeff Davis, seconded by Karl. Motion Carried.

Volunteer Awards (20 min)

• Coreen addressed the members.
• Honourable Mentions:
  • Paths For People: Getting Stantec to create the report for the downtown bike grid, notably Conrad Nobert, Anna Ho.
  • Tim Fitzpatrick: Holds down BWS and volunteers many, many hours!
  • Jan Przysiezniak: Lots of work with BikeWorks, YCR2, and much work in the community building recycled functional and artistic things out of bike parts and things.
  • Jon Collier: Long time EBC volunteer, former President, mentored so many mechanics over the years, so many hours into YCR2, helped with UpShift this year, helping out at BikeWorks this year, always ready to teach, share and empower the volunteers and patrons.
  • Nancy Milakovic: BWN regular volunteer, very helpful at the shop as well as helping develop human resource policy on the board.
  • Aristotle: Huge personality, extremely energetic and enthusiastic, looking for how to get things done and make things happen.
  • Brian Dupuis: Long time BW volunteer. Helped with YCR2 this year, key volunteers with The Spoke, UpShift, very quiet and focused presence, organized this year's Tour De Perogy.
  • Keith Shillington (Stantec): Stepped up from business community to partner with cycling community to show leadership where we needed it.
  • Thomas McCallum: Volunteer many many hours at BW and helping out with repairing the fence.
  • Anna Vesala: Behind the scenes of an organization to keep the board together.
  • Derek Pluim: Brought wonderful energy to the board this year!
  • Keith MacIsaac
  • Peter Verboom: solid volunteer for several years. Comments from patrons about Peter as a wonderful person to work with, listens, and makes things happen.
  • Robert Clinton: Solid at BWN since it opened.
  • Candace: Integral to the Women, Trans, Gender Non-Binary Program! Thank you for your continued commitment and passion for this program.
• Jack Grainge advocate award goes to Julie Kusiek.
  • Julie Kusiek of Engage 106-76 and Queen Alexandra Cross Roads project. She has been instrumental in getting bike infrastructure in the QA neighbourhood, as well as more walkable and livable!
• Dale Allsop Award for significant contribution to BikeWorks awarded to Maria Dacruz-Smith.
  • Maria has been a leader at BikeWorks North. She is a backbone to get things happening and get things done. When she comes in, she always finds things to do and put others to work. Everything is cleaned and organized. Her work ethic and incredible reliability and available when we put the call out.
• Ian Helgesen Award goes to Mike Kim.
  • Mike is a regular BWS volunteer. He is there a lot! In past year, he has been amazing at helping out to pick up a shift, helping out when more people are needed, filling gaps, meeting the demand for services at the shop.
• Peter Pal Memorial Award for pivotal work "behind the scenes" especially for recycling awarded to Derek Flynn.
  • Derek has been a volunteer with The Spoke since it began. He has inspired so many youth, shared his love of life, and connecting to the participants with a positive impact. He brings so much to The Spoke! When not volunteering with The Spoke, he has also been volunteering with You Can Ride 2.
• We must acknowledge all the other volunteers who contribute to every aspect of our organization! We are so blessed to have the energy and dedication of so many skilled and amazing people in our city! Thank you, all.
• New volunteer orientations are coming up on Oct 13 and 18!

New Business

Budget 2016-7 (15 min)

• See Proposed Budget in the Financial Reports.
• Geoff addressed the members.
• Budgeting for more Donations & Grants, as well as more Program Costs (mostly for YCR2).
• New space for YCR2 has new capital costs $25,000 up front and option for each 3 years we will pay an additional $25k for capital costs. Funds for this is held by Inclusion Alberta and Rotary Club of Spruce Grove on behalf of YCR2.
• Discussion:
  • Q. Charitable Status. How will this change the financial picture? Geoff: If approved, we will be able to take donations from other charities, eg. Rotary Club (charity) would be able to donate to us; we will be able to apply for grants which are exclusive to charities; we will be able to issue tax receipts for donations. Downside: additional accounting; comply with more rigurous accounting to complete.
  • Q. How does $25k capital cost differ from rent? Geoff: When we calculated our operational costs, we estimated $5,000 p.a. Jon: We were looking at comparable size space which was below market value, but was still $21.5k per year, which is significantly more than $25k over three years. Also, Goodwill's mandate is a good match for EBC. As such, Goodwill can apply for grants which would double their capacity for matching funds if EBC is involved.
  • Q. Has board discussed restrictions of charities? Geoff: Yes, considerable discussions. Board has concluded that the percentage of our time and resources currently going to "advocacy" is well below the 10% limit prescribed by charities legislation
  • Q. In Canada, is there regulation for charity vs not-for-profit which can be put toward administration vs operations? Jon: No limitations with exception of political activity/advocacy which has max of 10% of revenues. Charities are required to file an annual report but at their discretion would determine if we are approved to continue as a charity, but there are not defined limits for administration or other areas (other than advocacy). Would have to continue delivering same programming that we stated during our application, and advise them of any changes in advance of changing, adding, removing of programs.
  • Q. If we're making bikes for kids, how does that affect our insurance? Chris: We disclose this to our insurance provider. We pay some additional theft insurance on some of our more expensive adapted bikes.

Motion: To approve the 2016-2017 Budget as presented. Moved by Chris Corrigan, seconded by William. Motion Carried.

Special Resolution (10 min)

Motion: To amendment the current EBC Bylaws (2014) as follows:

1. Strike: 6(g) No board member who has served four years or more consecutively shall be eligible for re-election.
2. Renumber 6(h) to be 6(g).
3. Amend (add blue section): 4(a) Duties of the Board of Directors. The Board is required to hold a meeting, which shall be chaired by an Interim Chair who shall be an outgoing Board member or a member at large, within one calendar month of the AGM. The date for this meeting must be set at the AGM. At this meeting, the Board shall elect a President, Vice President, Secretary, and Treasurer. No person who has held any combination of these positions during each of the previous four years shall be eligible to hold any of these positions for a fifth consecutive year. The Duties of the Interim Chair shall terminate on completion of the election of officers.

• Discussion:
  • Q. Did you consider staggered terms? Jon: Yes, but that can be difficult given the nature of the org. For example, we had 3 resignations this year due to their own personal circumstances. Geoff: We already have somewhat staggered terms due to the nature of our elections of two year term.
  • Q. Will this change ability of appointments by board? Nancy: No, there is another section within by bylaws to address this.

Moved by Derek, seconded by Jasmine. One member stands aside. Motion Carried.

Comments from member William (5 min)

• I have been cycling for 60 years. I was on the Edmonton Solar Energy Society board of directors.
• Have been a member of EBC for 4 years.
• One thing I first noticed about BikeWorks was that the camaraderie and buzz. I was impressed! Networking, laughing, arguing, great things.
• At times, I fall on my bike. I have a herniated spinal disc. When I fall, cyclists pass by. Please don't pass by! Help each other out!

Board Elections (20 min)

• Nancy addressed the members.
• Overview of Election Process as per 2014 Bylaws.
• Current board members serve to end of the term (Dec 1, 2016); new board members transition between now and Dec 1.
• Candidates: Jeremy Shepherd, Jonathan Woelber, Michael Cenkner, Seraphim Constantine.
• Candidates made short speeches
• 5 positions open and 4 candidates therefore all candidates are acclaimed.

Motion: To recognize Jeremy Shepherd, Jonathan Woelber, Michael Cenkner, Seraphim Constantine, Adrian Pearce, Daniel Thompson, Derek Pluim, Geoff Hansen, Jasmine Farahbakhsh, Karl Tracksdorf, Nancy Milakovic as EBC board members for 2016-7. Moved by Robert, seconded by Geoff. Motion Carried.

Motion: To accept the resignation/completed term of Anna Vesala and Rachel Keglowitsch effective December 1, 2016. Moved by Adrian, seconded by Karl. Motion Carried.

Adjournment

• Thank you to the Downtown Edmonton Community League for this lovely space!

Motion: To adjourn the 2016 Annual General Meeting at 3:30 pm. Moved by , seconded by . Motion Carried.