Board Minutes January 2024

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 2024

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

• Location: Google Meet
• Start Time: January 8, 2024 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

• Attendance: Alexandra, Daniel, Keith, Marcel, Matthew, Nazz, Sarah, Stephen, Greg Glatz, Coreen, Vaughan, Alex, Chris
• Guests: Adam Burgess, John Collier (left at 7:50)
• Regrets:
• Absent:
• Meeting Chair: Stephen
• Minute Taker: Alexandra

Call to Order

• Meeting called to order at 7:10pm

Logistics for Next Meeting

• Date: February 12, 2024 time TBD (Stephen to set-up poll)
• Location: North Shop, in-person
• Chair:
• Minute-taker:

Reports to be reviewed

President's Report (5 min)

• Verbal report
• Meeting with Greg and shop managers concerning closing of south shop.
• Negotiating timing and logistics of Greg departure's

Treasurer's Report (5 min)

• Need report link
• Chris: Servus will not call in our loan on Jan 18. It is not due until Dec 2026. What happens on Jan 18 is that our amount owing increases $20,000. If we pay before or refinance, then we will save that 20k. Our loan increases, and our monthly payments increase because the principal increases.
• Marcel: my understanding is if we pay 40k by the 18th, we have paid the loan. If we don't, we owe 60k.
• Chris: That's correct.
• Marcel: Servus has never told me if they would extend the loan or refinance. We also wrote a letter to Servus and politicians saying we'd like an extension.
• Chris: The refinancing and extensoion until March is a specific CEBA thing; check their FAQ or main page. You would have to explicitly go to the bank and say "this is what we want to do". They may still say no.
• Adam: The FAQ says you just have to apply by Jan 18th, and that that extends it to March.
• Marcel: Okay, I will talk to the bank.
• Stephen: The link is in Chris's email from earlier.
• Chris (comment in chat): Marcel, when you discuss refinancing with the bank, recognize that an interest rate of anything less than 34% would still save us money. That is probably a higher interest rate than they would normally consider charging, but is still favourable to us.

Committee Reports (5 min)

• Finance committee
  • Verbal report: Desire to have internal audit, all other discussion captured on rest of Agenda.

Executive Director's Report (10 min)

• Director's Report

Approval of Agenda, Minutes, Reports (5 min)

MOTION

To approve this January agenda, the December 2023 minutes, and reports as presented
Moved:	Matt
Seconded:	Keith

Aye	No	Abstain
Passed

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

CEBA Loan

• Adam Burgess, intro and ideas
• Adam: I am a past EBC president. The org still means a lot to me. We had some conflicts then, but not as dire. We lost an ED, went through a hiring process, and moved the North Shop. I was also the ED for a while when there was no ED, so I experienced the volume of emails. I think the CEBA loan is a really big priority to pay off. I don't think payments on a 60k loan were in the voted on budget. I am offering to make a private loan for part of that portion, conditional on having a couple of more key people to Bike Edmonton and seeing if they'll be involved still. If we can make plans to max out the crowdfunding amount to 10k, perhaps with personal phone calls to former board members, explain to them one-on-one as to why this is the time to make a contribution. My wife also has to agree to 25 - 30k. Before John Collier asks me if I have that money to lose, I am now a physician, and I'm married to a lawyer. I think my take on the expense and the passed budget, the part-time admin position that is proposed will cost much more money and effort than that will save the board money, especially in the first year. I think you should put out the call to people personally, like I put out the call to Jogn Collier that this is the minute to support Bike Ed. Existing staff should also take on as many admin tasks as possible. I might be starying into not knowing what I'm talking about, but if we're still paying someone to negotiate with the union, that's a cost to save as well.
• John: I spoke with Adam earlier: i too think repaying the CEBA loan is a priority. We are more than willling to donate 10k to the "get rid of CEBA fund".
• Marcel: Thank you to Adam and John for the generous offers. The fundraiser is more to cover our operating expenses. The loan was not in the budget because we weren't sure of the consequences of not paying it. Being able to pay some of it would probably be helpful negotiating with the bank. There is promise here, but I'm not sure what to do with it.
• John: I don't think that not hitting the magic 40k is an option. If we give them 39,999 we still own 20k on Jan 19th. We have got to go all in. I'm not 100% sure what Adam's offer is entailing, but perhaps the president, treasurer, and other interested parties, get together tomorrow and move very very quickly.
• Adam: My offer is premised on paying the 40k. Anything else is magical thinking.
• Sarah: What I think we need to do given interest of time is put a motion forward authorizing Marcel and Stephen to negotiate loans and donations.
• Stephen: That seems reasonable.
• John: I cheerfully offer my place up for a meeting. Just let me know a time.
• Adam: Let's do my office on Whyte at 4.

Motion on Loans and Fundraising

MOTION

That the President and Treasurer have the authority to do all things necessary to negotiate, sign and execute any agreements required for a private loan and/or bank loan, or some combination thereof to extend, pay off or otherwise ensure the CEBA loan is handled to the extent Bike Edmonton will not need to pay $60,000 before the January 18, 2024 CEBA DEADLINE, provided that the Finance Committee approves the arrangements in a timely manner.
Moved:	Sarah
Seconded:	Keith

Aye	No	Abstain
All
Passed

Crowdfunding Campaign

• Link to campaign: https://give.crowdfunding.alberta.ca/a2KLNf?ref=ab_3D7WZf
• Marcel: when do we receive the funds?
• Alexandra: Donations immediately, matching 30 days after the end of the campaign or when we hit 10k, whichever is first.
• Marcel: Can we send out an update?
• Keith: Can we extend the campaign and have a meesage form the board about the things we ared oing: allowing Greg to leave, shop plans, etc. Things that say "thank you for your donation, here is what we're doing, etc."
• Greg: Yes, that sounds good.
• Chris (in chat):If John C donates $3500 of his donation via the crowdmatching site, that will hit our $10k immediately and trigger the fund match transfer immediately.
• Stephen: Do we want to hold off on the update and extending if John C will max out this campaign?
• Alex: I'm concerned about the optics of closing the south shop and losing our ED when people are giving us a bunch of money.
• Chris: Matching is limited to 5k annually.
• Stephen: So if we max out this, we can't match another campaign this year.

New Business

Executive Director

• Nazz suggested over WhatsApp that doing an exit email would be appropriate
• Marcel: One thing, listing of duties that we will need to take over. Alexandra asked about payroll, for example. Maybe that is a part of the exit interview.
• Greg:My suggestion is working with the President or whoever the board appoints with housekeeping before my leave, and even a bit afterwards as I'm not sure we'll cover everything before my last day.
• Stephen: Okay, Keith and I can meet with Greg.
• Chris: Yeah, I can also be involved with this meeting and help to tasks to keep the lights on.
• Alex (in chat): For shop managers, the priority for meetings should be the meeting between the full board and shop managers that we're trying to plan.

Shop Plans

• Marcel: I was initially in favour of closing the South Shop, but based on the discussions today and over email, particularly with Correen and Alex, I'm wondering if we need to consider alternative arrangements and what options we have on the table.
• Stephen: Yes, that is my feeling as well. We need to have that meeting between the board and the shop managers. The main factor is the concern that the balanced budget, with both shops open, presented included an accelerated use of the casino funds, which leads us to a 50k deficit next year. We're already 4 months into our fiscal year. There's many factors involved in that and we need to have an in person discussion.
• Alex: The request to speak about the south shop closure came from confusion among the shop. We all thought this was an unreasonable timeframe and made in an absence of reasonable information. That is where the request for the full meeting came. I suggest we clarify where we stand with our landlord and extend our lease, by 6 months even. It lets us plan and work with certainty. Can we discuss extending the lease at this current moment?
• Correen: I realize there is a whole bunch of facotrs, but what I need is to be able to have some certainity to make some plans. I have been putting of volunteer recruitment and training, and I will need those volunteers for the busy season. Are we going to be here next month? Are we going to be out next month? I need to do what I need to do to have a successful season. The landlord could kick us out with no notice, but I don't think that's a high probability because they have had one person look at the space.
• Keith: Sorry to the shop managers; I know our first order of duty is to give you direction forward. Now that the Orange Hub isn't available for non-profit rates, it isn't a solution. If we go to a space like that, we would be able to do less as an org, and we need to be opened-eyed about that. We also have a whole bunch of burning priorities on our list, so we can't move quickly effectively. I think even though I was one of the people saying that we need to reduce our space, we have now missed that boat and our best bet is to continue on until September-ish. And know that, and go in and plan. Alex and Vaughan have so many great ideas for paths forward. We need to explore those seriously. Even if no one rents that space this year, it will only become more expensive. I don't want to be reacting to the landlord deciding. We need to think about the future.
• Nazz: I haven't been able to review the documents we received in the last 24 hours, but what are the circumstances with the landlord? Last I was aware, we were month to month and they were not interested in even a short-term negotiation.
• Marcel: I stopped by the shop today and reminded them that they need to do some reconciliation of the operating costs. I didn't get the impression they've got someone lined up. We could ask for a short-term extension.
• Stephen: My understanding is that as a condition of the financing , the landlord cannot enter into a lease at the rate we are paying. As a board, we have talked about getting a longer notification period for our termination.
• Adam: What I'm gathering is that you need to direct Correen to act as if we gearing up for the biggest blockbuster season ever at the South Shop. That is how we need her to be preparing.
• Greg: When we approached the landlord asking for a rent reduction, the bank wanted to see more income from the property. The landlord wanted increased rent of 20 - 25%. He might be in a different frame of mind at this point because he has not yet leased the building.
• Marcel: I think Adam had a good suggestion there. Do we need to pass a motion right here and now about it? I hear Coreen saying she needs some kind of certainty.
• Coreen: What I would like to see is a motion for someone to negotiate a short term extension of the lease.
• Sarah: We have a few things -- the suggestion Adam made makes sense, although I am worried about depleting our casino account. We should have new discussion with the landlord, but I also think we should hunt for a new space and plan to move in September and October. What that means for you Coreen, is that you may have to move, while also managing your plans for the summer. I am very concerned about a month to month lease with the landlord. We need to have a three pronged strategy.
• Alex: I am feeling frustration about the lack of a meeting date for the board to discuss this. I really think it's very urgent. We need a plan NOW. You have underestimated how difficult this is for the staff. I think we all just need to get together and spend several hours hashing everything out. We all need to be on the same page. Can we please get that meeting planned in the next day or two?
• Stephen: Can we organize it now? When are the shop managers available?
• Alex: The times that are the worst is when the shop is open.
• Stephen: It looks like Friday at 6 allows for all three shop managers and at least 5 board members.
• Keith: I think meeting at the South Shop makes sense because then we can see it. It lets us look at it with fresh eyes, which is needed.

Social Enterprise Fund

• Marcel: I have an initial meeting set up with them. Exploratory, so they can talk to us about the funding they can provide. We explain to them what we need money for.

Finance Audit

• Marcel: Finance committee recommend that we conduct our own internal audit for the last fiscal year. That's Sep 22 - Aug 23. Would be good for the board to have a discussion if that's the way we want to proceed. Bergeron quoted 5-6k for an audit. It's 5 or 6k we don't have. We had them do the audit last year because of our lack of financial reporting.

Financial Audit

MOTION

That the finance committee undertakes an audit of the FY2022-2023 Financials
Moved:	Marcel
Seconded:	Nazz

Aye	No	Abstain
Passed

Document Permissions from Previous Minutes

• Stephen: I have edited the permissions, so everything should be covered. I can check the links, or if someone comes across them, let me know.

In Camera Session

MOTION

To move into in camera session with Dr. Greg Glatz as guest
Moved:	Keith
Seconded:	Mattt

Aye	No	Abstain
Passed

MOTION

To move out of in camera session
Moved:	Marcel
Seconded:	Daniel

Aye	No	Abstain
Passed

Adjourned at 9:14pm