Board Minutes January 2023

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These minutes are not yet approved. They are scheduled for review and approval at the upcoming board meeting.

Bike Edmonton Board Meeting Minutes for January 2023

Board meetings are open to Bike Edmonton members and the public.

  • Location: Google Meet
  • Start Time: January 16, 2023 7pm

Please RSVP to board@bikeedmonton.ca if you plan on attending. Please include a brief summary of any agenda item you would like to table. Thank you!

Attendance

  • Meeting Chair: Kelly
  • Minute-taker: Alexandra
  • Board attendance: Kelly Granigan, Charlotte Thomasson, Jason Wang, John Fuller, Maxine Myre, Ceileigh Cunningham, Greg Glatz
  • Staff attendance: Coreen
  • Regrets: Matt Hoyt
  • Absent:
  • Guests:

Call to Order

  • Meeting called to order by Kelly Granigan at 7:08 pm.

Logistics for Next Meeting

  • Date: February 13, 2023, 7pm
  • Location: Google Meet
  • Chair:
  • Minute-taker:

Discussion of agenda (10 min)

Agenda accepted as-is

Reports/Consent Agenda (5 min)

President's Report

Treasurer's Report

  • Reported via email - will need to record as Doc later

Questions: How do the monthly revenues get compared yearly? Why is our revenue lower?

-Pointed out that the pandemic increased bike sales in the previous years

-Also pointed out that a major grant from the city was not received

-Treasurer meeting with staff next week to discuss finances

Executive Director's Report

Question: Why did people unsubscribe because of our support for the Bike Plan?

-Greg suggests that some subscribers have other priorities that are not bike infrastructure

H.R. Committee Report

-Met briefly last week and discussed Greg’s probationary review with him

-Discussed a staff member's contract

Governance Committee Report

  • No meeting this month

Approval of Agenda, Minutes, Reports (5 min)

MOTION
To approve this January agenda, the December 2022 minutes, and reports as presented

Moved: Marcel
Seconded: Andi
Aye No Abstain
All

Carried

Current & Completed Business

Updates on Action Items From Previous Meeting, Reminders (5 min)

  • Everyone log your volunteer hours for the past month.
  • Committee Chairpersons to post all committee meetings to Bike Edmonton Events calendar (unless the event must explicitly be private: then use "Bike Edmonton Internal" calendar)
  • Committee Chairpersons to ensure wiki is up-to-date with committee TOR.
  • Reminder of our Code of Conduct
  • Reminder of conflict of interest policy

COMPLETED

  • All board members have Wiki access

Board retreat wrap up (10 min)

  • Discussion notes:
    • We met with staff prior to board retreat, should we meet again as a follow up?
    • A consideration is that we will be having lots of staff meetings, so maybe unnecessary
    • Value in keeping staff informed, “closing the loop”

ACTION ITEM

    • Kelly and Marcel to bring back feedback from staff during discussion around budget

Budget - Timeline and Path to Approval (15 min)

  • Discussion notes:
    • Draft budget expected by end of January. Board to hold special meeting for budget on undecided date (see special general meeting planning below). .

New Business

Special General Meeting Planning (10 min)

  • Discussion notes:
    • volunteers to organize?
    • Can this be online?
  • Answers:
    • It CAN be done online.

ACTION ITEM

    • Kelly volunteered to figure out how to handle voting online
    • Suggestion from Andi that show of hands may be best way
    • Built-in polling method from online meeting provider may also work
    • Membership status will have to be checked
    • If online, members can be invited via email

Woman Owned Business on Google (10 min)

  • Discussion notes:
    • North shop listed as "woman owned" on Google, south shop is not
    • Can we justify being listed as "woman owned"?
    • if so, write document with justification in case someone checks
    • ensure both shop listings consistent
  • Greg corrected: both shops are now listed as woman-owned

ACTION ITEM

  • Kelly volunteered to write up justification

Potential Donor Agreement (15 min)

  • Discussion Notes:
    • Does the board wish to enter into a donor agreement with the following terms:
    • A $15,000 donation has been proposed, with condtions
    • Conditions:
      • Bike Edmonton gets a quote from a CPA to complete an audit
      • Donor will provide the funds for the audit, which will be restricted to use for the audit (if the audit is cheaper than the quote, those funds can become unrestricted following the audit)
      • Following an audit by a CPA, and an approved organization budget, donor will provide the balance of the $15,000, which will be unrestricted.
    • Optional Conditions:
      • Donor will participate in a larger fundraising campaign, such as a matching campaign, or other fundraising campaign which leverages above donation amount to get more donations from other donors. Bike Edmonton to determine details of fundraising campaign, and include in donor agreement.
  • NOTE: Kelly introduced topic, passed Chair to Charlotte, and then recused herself for the rest of the discussion

Questions and concerns:

    • Bike Edmonton has to decide what it wants to do, and then find funding, not vice versa.
    • An audit, or at least a review, is beneficial. Bike Edmonton should feel as though we WANT to do that, not just that we’re doing it because we have funding
    • Funds being provided pending a favorable audit outcome; should those two processes be separated?
    • Option: donation up to a certain amount to pay for audit, and then potentially more funds donated after audit?

This makes it clear that the audit is NOT biased to please donor

    • Clarification: If the audit is not clean, it may be because the controls in place aren't very good, as opposed to suggesting that fraud is happening.
    • Does a “clean” audit need to be a caveat for the donation? It is ultimately up to the donor as to how they interpret the conclusion of the audit and the viability of the organization.
    • Additionally, optically, two donations potentially look better than one.

ACTION ITEMS

    • Present the idea of two donations, one pre-audit and one post-audit, to the donor.
    • Pending approval from donor, modify the donor agreement

Note: Kelly returns to discussion and retakes chair

Credit Cards

  • (15 min)
  • Discussion notes:
    • we are paying ~270/yr for multiple rewards credit card accounts
    • propose single no-fee credit card account, with cards for Greg, Coreen, and Alex

Questions and comments:

    • We could potentially approach the bank and discuss terms of current rewards cards, see if we can negotiate a better deal
    • Go down to only one rewards card. This could be complicated to have different credit cards for different people
    • Could we go down to a single credit card, and then have a reimbursement structure?
    • Multiple credit cards add clarity as to who’s spending what

ACTION ITEM: Marcel to negotiate with bank, and then come back to the board with information

Consent agenda concept (10 min)

  • Discussion Notes:
    • Non-controversial items such as reports, past minutes, financials
    • Provided in writing in advance of meeting with enough time for everyone to review prior to meeting
    • propose cut off is 4 days prior to meeting, if you miss the deadline, your item cannot be in the consent agenda, and must be reviewed during meeting
    • Board members commit to read all the items before the meeting
    • Can be approved quickly, in bulk, at the beginning of meeting without reviewing during the meeting
    • Any item can be removed from consent agenda, and put on the regular agenda, by any member of the board, for any reason
    • questions can be asked prior to approval without removing from consent agenda
    • Propose starting at February board meeting
MOTION
To trial the Consent Agenda at the upcoming February board meeting with the condition that items need to be submitted four (4) days before the meeting and board members will need to read the items before the meeting. Any item may be removed by any member of the board for any reason. Questions may be raised prior to approving the consent agenda.

Moved: Charlotte
Seconded: Maxine
Aye No Abstain
All

Carried

Optional items pending time

ITEM NOT DISCUSSED

Snow clearing standards for high traffic pathways (20 min)

  • Discussion Notes:
    • High level bridge has high traffic, but an 81h snow clearing standard
    • Pathway snow clearing standard map to be released soon by city
    • traffic counts available on open data
    • would BE have capacity/ability to review traffic counts, ask members, for high traffic pathways that may be good candidates for 24h clearing, such as the High Level Bridge, and advocate for it with council in the summer?

In Camera Session

MOTION
To move in camera with Greg Glatz as guest.

Moved: Jason
Seconded: Charlotte
Aye No Abstain
All

Carried
  • Please list how long you believe your topic will take to discuss:
    • HR Committee and Executive committee, 2 items (20 min)


MOTION
To move out of camera] discussion.

Moved: Jason
Seconded: Andi
Aye No Abstain
All

Carried

ED Probationary Period

MOTION
To end the probationary period of Greg Glatz

Moved: Maxine
Seconded: Michelle
Aye No Abstain
All

Carried

Adjournment

MOTION
To adjourn the meeting at 9:03pm.

Moved: John
Seconded: Marcel
Aye No Abstain
All

Carried