2022 AGM

These minutes are not yet approved. They must be approved at the 2023 AGM.

Bike Edmonton Annual General Meeting Minutes for 2022

• Location: Victoria Park, Site #2
• Date: Sunday, October 23, 2022

Attendance

• Meeting Chair: Andi Eng
• Minute-taker: Kelly Granigan
• Attendance: Attendance Form https://drive.google.com/file/d/1B-hrvHLAfb9B_MU_3URA4WtBrkG4saBi/view?usp=share_link

Call to Order

• Andi called to order at 2:17pm
• Land acknowledgment
• Direct members to https://bikeedmonton.ca/agm for documents
• Establish quorum
• Confirm member attendance (sign in)
• Logistics announcement:COVID precautions, toilets, emergency plans, etc.
• Explain “Members In Good Standing” voting for motions
• A member in good standing is a Regular Member who has been a member 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.

Approval of Agenda

MOTION

To approve the agenda.
Moved:	Keith Heslinga
Seconded:	Michelle Bourdon

Aye	No	Abstain
	0
Carried

Approval of Minutes from 2020 Annual General Meeting

MOTION

To approve the minutes from the 2021 Annual General Meeting
Moved:	Byron Vass
Seconded:	Art De Jong

Aye	No	Abstain
	0
Carried

Introduction of Greg Glatz

Greg introduced himself as the new Bike Edmonton Executive Director effective October 19, 2022.

• Question: Can you give us an idea of other non profits you've worked with?
  • Answer: Primarily low income folks
• Question: Advocacy examples?
  • Answer: University of Winnipeg, and inner city work, and newcomer work
• Question: Have you been keeping up with Edmonton media re: bike lane bashing
  • Answer: Perception issue, how they advantage everyone, it’s the role and responsibility of BE to change that. Calgary was an eye opener
• Question: how was Calgary an eye opener
  • Answer: Talk radio in Winnipeg. Had progressive mayor and council in Calgary, but there was a dogmatic opinion re: anything not in a car
• Question: skill and experience with staff?
  • Answer: Lots of management experience, explained to staff he wants to work behind the scenes, give them tools they need, celebrate success
• Question: Biggest challenges for BE? How to tackle it?
  • Answer: Income vs expenses. Want to grow revenue as opposed to cutting expenses. Growing membership, more access to services to improve sustainability. Turmoil: role is to improve communication
• Question: Explain Turmoil
  • Answer: Andi will say more later. Leadership problems
• Question: What are you excited about?
  • Answer: Riding bikes, enjoying riding bikes, encouraging more people to ride bikes, inclusive vision
• Question: Working with other organizations?
  • Answer: Yes, partnerships are part of success.
• Question: Bruised partnerships?
  • Answer: Will work to fix it, give heads up if you know of any
• Question: Question: unionization, union opposition?
  • Answer: He supports workers rights to unionize and bargain. Bargain in good faith
• Question: How important are community shops?
  • Answer: Vital
• Question: e-bikes and e-wheel things, laws not keeping up, how can we be involved in that?
  • Answer: a big fan of e-modes. Not a big fan of how we’ve built this city around cars. Meet elected officials, meet city staff.

Reports

See 2022 Annual Report.

President's Report - Andi Eng

• Report available in the above linked 2022 Annual Report

Questions from the Floor:

• Question: unfortunate that we found out about issues through grapevine. Lots of concern. Employees are bedrock of org. When COVID hit, it was the employees that saved EBC. Very valued. I don’t want to wait a year to find out how it went. Need quarterly reporting from ED and employees so we know how it's going. Will the board consider implementing it?
  • Answer: Completely agree. There was a lot of info Andi and the board didn’t know, and a bunch of the people involved have left. Believe in service leadership. Increased reporting/meetings are a reasonable ask. Every second Monday of the month is the board meeting and they are open to the public. Currently being held online. Email board@bikeedmonton.ca to get the link. Next meeting Nov 14 7pm.
• Question: why don’t you know what was going on
  • Answer: Nobody told Andi. What she heard through rumors was hearsay and couldn’t act on it
• Question: what boards were you on at that time?
  • Answer: Stand by the decisions that were made, realize they weren’t always the right ones in hindsight
• Question: For the next year or 2, host membership meetings, instead of just inviting people to board meetings (quarterly)
  • Answer: Great idea. As a volunteer, tasks have been super time consuming. These meetings take time to organize, hope we can do that now that better resourced
• Question: Minutes used to be publicly available, are the minutes updated, accurate, and publicly available?
  • Answer: They are on the website. As the only person with knowledge on how to update minutes, they weren’t always done right after meeting, but were up before the next meeting.
• Question: Question: miscommunication/ no communication on certain items, what do you think the board has learned from that? How to avoid it?
  • Answer: Hard lessons about siloing info. Had trouble accessing accounts. I am being as transparent as possible. Silo doesn’t help, only hurts. There’s a WhatsApp group chat, and each committee chair can set up a group chat too. Emails, etc. Keep communication as open as possible. Create a safer space where board members feel comfortable expressing themselves. Andi has had bad convos in the past from expressing herself. Want to fix that.
• Question: concerns that financial statements weren’t posted, violates society bylaws. How did that happen? What steps to take if it ever happens again if shit hits the fan?
  • Answer: Siloing of info caused it. Was working with a bookkeeping company. They were no longer able to work with the financial system BE had. New bookkeeper took several months to figure it out. How did it get tangled? I don’t know. It was the responsibility of the ED. That ED is gone. Very sorry. Poor turnover when that ED left. New bookkeeper. Automated systems in place. Will not happen again.
• Question: Will there be a clear pipeline to bookkeeper
  • Answer: Bookkeeper has back up contact just in case
• Question: The board spent thousands on consultants and lawyers. What is your position? How much do you plan to spend on a negotiator?
  • Answer: Unfortunately the money spent on consultants and lawyers needed to be spent. When notice of unionization happened: the board thought how will we afford this? Got a recommended labor lawyer. Unionization was not something the board felt could do on our own. No labor law experience. Very real risk that if only one staff (ED) not in union, puts organization at risk without leadership. Saught clarity through ALRB hearing. Certain things can’t be done if they are part of the bargaining unit.
• Question: was told board would not talk to staff before hiring lawyer and such
  • Answer: Was not part of those convo
• Question: Position on legal fees and such going forward
  • Answer: Did hire a consultant to find a new ED. Considered a necessary expense by Andi. Yes, the board has contracted a negotiator. Significantly less expensive than a professional negotiator. 20K for professional negotiator. That’s too expensive. Hard to say how much it will cost. Depends how negotiations go. Hope it is not too expensive. Budgeted a few thousand, and that is over budgeted.
• Question: Transparent about ED salary?
  • Answer: Not my place to say. It is in line with the Boland Report. Considering size and staff.
• Question: Appreciate the staff recognition at this meeting. Want to appreciate the board that stayed. At one point there were 3 board members? A lot of the obstacles to transparency and continuity walked out the door, what do you plan to do to foster continuity with new board members?
  • Answer: At one point there were 7 on the board, 3 on exec, it was challenging. Be open and available, share info, honesty, communicate time commitment expectations to nominees. Hope to develop documented procedures, etc, for better turn over. Train new people so they will leapfrog you. I feel most rewarded when someone who is working with me goes and does even better things.
• Question: Professional negotiator is 20K. What is a non-professional negotiator?
  • Answer: We have contracted someone with several years of experience at ATA. Works in HR in a unionized environment.
• Question: ED had financial access, clarify?
  • Answer: Siloing of info: lots of info was not shared with Byron when he was brought on as treasurer
• Question: If the board didn’t have access to financial info, how do you make a decision to spend money?
  • Answer: Some of the decisions were made before info was in place. Decision was made in good faith, told could afford it by people who are no longer part of org. treasurer was not the person providing assurance of affordability
• Question: Are salaries in financial statements?
  • Answer: Lump sum in financials
• Question: Bylaws: board members elected at AGM. 3 members elected 2 months ago. Those three no longer board members?
  • Answer: Elected by board until end of year term, Nov 30. All are standing for election
• Question: Board has allowed a woman to be paid less than a man for the same work?
  • Answer: Found out about it in May. Don’t know the specifics leading up to that. By the time Andi was aware of that, the staff was certified as unionized. Could not change pay ahead of bargaining.
• Question: Conflict of interest? Board members having bike industry related businesses. Conflict of interest policy on this? Perceived conflict of interest.
  • Answer: (From Andi)Can look at it from a governance point of view as we move forward. Didn’t have resources to look at governance, hope to do next year.

(from a member)There is a conflict of interest policy in the wiki pages you should be able to find

• Question: Negotiations coming up, knowing it’s expensive, has the board reached out to staff to talk about any issues remaining?
  • Answer: Haven’t had the capacity to start planning something like that. Have had conversations with the board and Greg about needing to repair relationships, reopen lines of communication.
• Question: Gender pay gap: the board is not empowered to raise pay?
  • Answer: Role of ED to bring changes to board for board to approve. First time Andi heard, it was after ED left. It wasn’t brought to board.
• Question: Suggest governance transformed such that if ED position is vacant, the board could form a committee to act as ED until the gap is filled?
  • Answer: Capacity is super limited as volunteers. Good idea. Can’t guarantee we will have capacity in future either. Need to build ourselves into a place with transparency, procedures, no more silos.
• Comment from member: You are not responsible for all this, we don’t blame you

Treasurer's Report - Byron Vass

Byron updated the membership on our financial position, financials in above linked report

Questions from the Floor:

• Question: Bank loan
  • Answer: That loan was part of a government covid thing. We have to pay back 40K or 60K. was not on financials last year, no idea why. It’s been extended.
• Question: budget says revenue from shop fees increase 300%? Membership fees up 100%?
  • Answer: Think it’s realistic optimism. Huge possibility for increasing membership fees and shop fees. Those two things are tied together
• Question: details of how to increase shop fees so much without hiring full time mechanics and turning into a commercial shop?
  • Answer: (From Byron)It’s optimistic. No interest in getting involved in operational things. Byron thinks it’s possible.

Chris Chan doesn’t think it’s possible.

• Question: By mid July we’re bankrupt at the rate we’re going. What happens if your optimism doesn’t pan out?
  • Answer: (Andi) None of this is decided. This is literally an idea we had yesterday. We were looking at it yesterday, and saw a giant deficit. Trying to get back to basics. Know that DIY service, full service bike repairs (which can be offered at a higher rate, drop off service, when shops are not open) is of interest and value to members. Repairs are better $ than building bikes.
• Question: This is all totally new to the shop manager, not realistic. There was stuff going on during the pandemic that was not intended for the long term. The budget is not realistic. The DIY rate has doubled, and can't increase more. We will run out of money if we are not realistic too
  • Answer: Totally fair, need to be optimistic, find ways to increase revenue, or we will not have money.
• Question: Disconnect between board and staff extremely concerning
  • Answer: Andi understands concerns. Limited capacity. Working towards better communications
• Question: Other sources of revenue? Grants?
  • Answer: Staff will have ideas. There will be grants, but that’s hard to rely on, they are for specific items.
• Question: Fundraisers?
  • Answer: Fundraiser didn’t work last time. Maybe another attempt is warranted.
• Question: If you offer a premium service (full service repair) and you don’t deliver it, that won’t work out well
  • Answer: Can’t answer operational questions
• Question: Can’t reduce expenses? Why?
  • Answer: There are some things that could be reduced, but it’s difficult
• Question: Before org fails completely, would you consider reducing staff? Combining shops? Etc?
  • Answer: No one really wants that. And of course that would happen before failure. It’s complicated with union staff. If we have to, we would
• Question: (from staff)Drop off service discussed before, would be considered, but not something we could do. Would pose great stress on staff. We are not a business. We are like transit; a necessary public service. We are not making money for money’s sake. We need to make money to cover costs, but not a profit. Realize the budget is a placeholder, and not a plan (re: drop off service)
  • Answer: Bike Edmonton doesn’t have the ability to take on large deficits like a city. Need to cover expenses. Need ideas to do that.
• Question: The budget isn’t realistic. What happens if we don’t approve
  • Answer: Budget gets sent back and reviewed. We’d have to approve another budget at another general meeting.
• Question: Getting rid of silos moving forward: More staff and ED and board discussions. How is structure and hierarchy going to change so that more input from staff?
  • Answer: Andi joins meetings with ED and staff. Will continue that. ED is new, and will work towards more communication with staff. Concern around history repeating itself. As we have the right number of people in place, things will get better.

MOTION

To approve the reports and financial statements (balance sheets, profit and loss statement) as presented.
Moved:	Jon Collier
Seconded:	Adam Bergas

Aye	No	Abstain
	0
Carried

New Business

Budget - Byron Vass

Byron presented the proposed 2022-2023 Budget to the Membership for discussion and approval

MOTION

To approve the 2022-2023 Budget as presented.
Moved:	Roy Coulthard
Seconded:	Jeff Davis

Aye	No	Abstain
	lots (did not count)
failed

Questions from the Floor:

• Question: what are the consequences of not passing the budget?
  • Answer: We need to give 21 days notice of the special meeting. New meeting at least 21 days later. We will continue operating as is. We will come back.

MOTION

For the board and staff to hold a retreat to determine a new budget
Moved:	Anna Vesala
Seconded:

Aye	No	Abstain
	0
ruled out of order

This motion is out of order because the budget was called to question prior to this motion.

Board Elections

Overview of Election Process - Andi/Michelle/Maxine

We have 6 board members continuing in their second year of their two year terms: they do not need to stand for election.

We aim for a full board of 12 members, so we have a total of 6 positions to be filled this year.

We have 10 nominations in advance, including four incumbents. We have 1 current board member who would like to return and is running in the election. We have three interim board members who are standing for their first full term. You may nominate someone else or you may nominate yourself. We will ask you to give a short, 1-minute introduction and what you will bring to the board and organization.

Board meetings occur monthly, with additional committee meetings, typically also monthly.

• Nominations and Candidate Introductions (1 min each)
• Vote by secret ballot (only “Members In Good Standing” may vote)
• Tally votes - 1 outgoing board, 1 random Bike Edmonton member/scrutineer - Alexander
• Announce new board

MOTION

To recognize Andi Eng, Byron Vass, Matt Hoyt, Maxine Myre, Michelle Bourdon, John Fuller, Kelly Granigan, Jason Wang, Charlotte Thomasson, Marcel Hucalak, Ceileigh Cunningham, Alexandra Stout, as the 2021-22 Bike Edmonton Board of Directors.
Moved:	Andi Eng
Seconded:	Keith Heslinga

Aye	No	Abstain
	0
Carried

Adjournment

MOTION

To adjourn the 2022 Bike Edmonton Annual General Meeting.
Moved:	Stephen Paskaluk
Seconded:	Art De Jong

Aye	No	Abstain
	0
Carried

• Meeting adjourned by Andi at 4:30pm