Board Minutes November 2013

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These minutes were approved at the December 2013 board meeting.

EBC Board Meeting Minutes for November 13, 2013

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

  • Location: room 255, Education South, University of Alberta
  • Start Time: 6:30pm

Please RSVP to [board@edmontonbikes.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: Caylie
  • Minute-taker: Justin
  • Food by: Jason
  • Board attendance: Caylie, Doug, Sarah, Kristen, Justin, Meghan, Leila, Anna, Jason, Neil (6:36), Chris Corrigan (6:40)
  • Staff attendance: Coreen (6:36), Chris Chan (6:46)
  • Regrets: Bernadette
  • Absent: n/a
  • Guests: n/a

Call to Order

  • Meeting called to order by Caylie at 6:31 pm.

Approval of Agenda

  • Motion: To approve agenda. Motioned by Kristen. Seconded by Leila. Motion Carried.

Approval of Last Month's Minutes

  • Tabled to December meeting

Logistics for Next Meeting

  • Dates: 18 December, 15 January, 19 February, 19 March... and generally 3rd Wed of each month unless otherwise determined
  • Location: TBA
  • Chair: December = Meghan
  • Minute-taker: Anna
  • Food by: Kristen

Resignation of Jason from Board

  • Jason moving to Calgary and unable to remain as director.
  • Motion: To accept Jason Proche's resignation. Motioned by Leila. Seconded by Sarah. Motion Carried.

Reports

President's Report (5 min)

Motion: To approve the November 2013 President's report as presented. Motioned by Meghan. Seconded by Kristen. Motion Carried.

Treasurer's Report (5 min)

Executive Director's Report (5 min)

  • Executive Director's Report - submitted during Nov board meeting therefore board will not review. To be reviewed at Dec meeting.
  • Suggestion to change the timeline for submission of reports. Report on calendar month instead of between meetings.
    • Concern that items happening between submission of the report and the meeting would get lost.
    • Would require things that have happened between the report submission and the board date to be added to the agenda for discussion.
    • Discussion that reporting on the calendar month would allow for comparison year over year. Then we don't have hidden items in the agenda.
    • Concern that having a deadline of 48 hrs before the meeting will make...

Motion: That staff reports are submitted on the 5th of the month in which the board meeting occurs, reflecting the activities of the previous calendar month. Motioned by Sarah. Seconded by Leila. Motion Carried.

BikeWorks Report (5 min)

[BikeWorks November 2013 Report]

  • Of note: "If the upcoming tasks were entirely upon my shoulders, I doubt I could bear the burden (metaphorically or physically). In the months ahead, we will need all hands on deck to create a new space that we can be proud of while still improving BikeWorks North. Having the support, participation and talent of all the board members in all these tasks will be integral to our success."

Motion: To return/approve the Nov 2013 BikeWorks report as presented. Motioned by Leila. Seconded by Meghan. Motion Carried.

H.R. Committee Report (5 min)

  • H.R. Committee draft Terms of Reference - need approval.
  • Discussion around amendments to the language to clarify who is meant to submit reports, specifically, and who the goals are being set for.
  • Action Items: Leila Leila will make the appropriate amendments (as discussed) to the HR Committee Terms of Reference. (i.e., to the language to clarify who is meant to submit reports, specifically, and who the goals are being set for).

Motion: To adopt the Human Resource Committee Terms of Reference as amended. Motioned by Chris Corrigan. Seconded by Meghan. Motion Carried.


Current & Completed Business

Updates on Action Items From Previous Meeting (10 min)

  • Everyone log your board volunteer hours for the past month.
  • All board members to return Needs Assessment form directly to Kandis by November 15 for Board Development Workshop.
  • All board members to read Annual Report 2013 draft.
  • Neil to complete the October Treasurer’s report and submit to the board.
  • Chris Chan to clarify what the 18 hours spent on ABBCC was for, at Bernadette’s request.
  • Coreen to create a timeline of what needs to happen at BWS.
  • Staff to make an offer on Videodrome space.
  • Leila, Sarah, Caylie to follow up with Chris on Staff Review for next steps. In progress...
  • Sarah to schedule meeting with Anna, Chris Corrigan, Caylie after AGM to review Charitable Status draft submission.
  • Chris Chan and Coreen will draft a detailed plan for hiring bike builders and present to the board for approval. Removed. Something to look at long term.
  • Bernadette to contact the general membership to solicit other donations of time for October 25 party. COMPLETE
  • Bernadette will follow up with Kristen regarding the deposit on the AGM space. COMPLETE
  • Caylie and Jason will join Sarah and Anna in planning and preparation for the retreat. COMPLETE.


Action Items Arising from November 2-3 Retreat

  • Kristen, Leila/Meghan, Jason and Bernadette to upload PowerPoint presentations to Google Drive and provide links to these documents in Notes from Retreat file.


Unassigned Action Items Requiring Assignment

  • Arising from October meeting
    • Unassigned will draft a bylaw revision for the board election membership issue for 2014 AGM. To keep on radar.
    • Unassigned/Anna to make record of what to do for next AGM: Things to pack: extension cord. coffee/supplies. something to project onto. clipboards, multiple computers, qr codes, paper/pen all for sign in. plates/napkins; Set-up could have gone more smoothly. tasks were not delegated to specific people. could have been more cohesive in our execution of work. getting people through the door was difficult. renewing memberships online slowed everything down. on paper might have been quicker; is it possible to set up a QR code for people to scan? could just be better with more computers/actual computers, not ipads. pens and paper would be the easiest way to scale up the operation. look at a way to not have the sign-in table outside the meeting space. have it on the north side every 3rd year. need collated agm package. work on annual report earlier.
  • Arising from November 2-3 retreat
    • Unassigned to create a summary of the November 2-3, 2013 board retreat for missing board members. Not necessary.
    • Unassigned to invite Chris Chan, Coreen, and Justin to review the board's SWOT analysis in the Notes from Retreat file, and provide additional points.
    • Anna to check that we have submitted our 2013 revisions to our bylaws to Corporate Registries. Ask Neil and Chris Chan if this has been done. Not submitted, Anna to complete

BikeWorks South Lease (10 min)

  • Chris Chan and Coreen to report on the status of the lease.
  • Discussion notes: Coreen: Need professional advice, based on the length and language used in the lease. Doug: I know a lawyer in Ontario I can contact. Neil: We might want to just pay for legal advice, if asking for free advice is going to hold up the signing of the lease for a week. Leila: How much would we allocate? Neil: Would find it hard to believe we might pay more than $1000 for this legal advice. Leila: This also begs the question of fiduciary responsibility since we have a lawyer who is currently on the board, though not in communication with us. Neil: it isn't quite as simple as being able to provide legal advice as a lawyer because you aren't covered by your practice insurance. Anna: A realtor friend has told me that it is a triple-net lease, which is fairly standard for commercial leases. For that location for the price he is asking, he advised that we should be taking it no matter what the lease says. Meghan: That is good to know because it is hard to tell based on our knowledge of the lease. Kristen: Law is provincial, if not municipal, so we should enlist the help of someone local. Chris Chan: There is no formal legislation that underlies commercial leases, basically just a contract between two private entities. Neil: Probably room to negotiate some of the clauses, this is why I want to garner legal advice, to determine what clauses are reasonable to negotiate.
  • Action Item: Anna will pursue legal advice on the content of the lease.
  • Action Item: Leila will send an email to Anna, Doug, Chris Corrigan, Chris Chan, and Coreen to discuss location items at the committee level.

Motion: To allocate up to $1,500 to seek professional legal advice on the content of the lease. Motioned by Neil. Seconded by Leila. Motion Carried.

Bookkeepper Job Posting (5 min)

  • Bookkeeper posting was finalized. Deadline for submissions is December 1st.
  • Need to determine the committee and process for reviewing applications and hiring. What is our timeline?
  • Discussion notes:
    • Caylie: Only two applications so far. Need to ensure that we have a committee for hiring in place for the placement closing on December 1st. Sarah: HR committee will work with the Treasurer on the hiring process. Will have a recommendation by next board meeting.
  • Action Items: Sarah, Leila, Megahn, Caylie will interview applicants and have recommendation by Dec board meeting.

Board Orientation and Retreat Evaluation (5 min)

  • Retreat Evaluation Summary
  • Please add notes, presentations to the Retreat folder on Google Drive so we can grow our knowledge base with each retreat :)
  • Review and assign Bike Rack tasks
  • Discussion notes: Anna: Received some harsh critiques. Thoughtful feedback would be appreciated. If you are critical of the organization please step up to help with further retreats. Caylie: We will leave the Bike Rack items because we have a full agenda.

Board Development Program workshop (3 min)

  • Confirmed: Friday January 31 @ 7pm-10pm and Saturday February 1 @ 9am-4pm.
  • Location: TBA (any suggestions for rooms on campus? Last time was Telus rm 134...
  • Each board member and staff is to complete the Needs Assessment form emailed to each of us from Kandis Bright on Oct 22. Please return directly to Kandis by this Friday Nov 15.
  • Discussion notes: Anna: We all must submit the reflection paper to Kandis by Friday. Caylie: Remember to put in your calendars the above dates. Anna: Location is TBA. Last time it was in a room in Telus. What do people feel more comfortable with for strategic planning. General agreement toward a classroom type room.
  • Action Items: Everyone will complete the Needs Assessment form by Nov 15.

Orphan Policies (15 min)

  • Tabled for future meetings. Policies will go to Policy Committee before being brought to the board.
  • We have several "draft" policies that have yet to be approved:
  • Caylie's notes via e-mail:
    • policy suggests the creation of another standing committee (finance committee) - I agree with keeping it in the policy, but am wondering if we should create this committee now. The abundant amount of work will need to be done regardless, so I'm wondering if it makes sense to create a clear indication now of who will be assisting Meghan throughout the year. (It looks like we have mentioned the finance committee in the Annual Report [page 5: "The Financial Committee on the board has been working throughout the year to write and submit a Charitable Status application to the Canadian Revenue Agency."] - Who does this consist of, and should we update our list of current standing committees to include this?
    • deposits to be "kept under adequate security" - Given recent circumstances, do we need to define what this means? Should we purchase a small home safe for the treasurer/a member of the finance committee to store cash safely at home until the next convenient time to take it to a bank?
    • fixed assets: "EBC will conduct an annual inventory of fixed assets and maintain a central list of fixed assets which includes date of purchase, registration numbers, warranty information, original cost, and estimated life." - Where is this list kept? Is it publicly available?
    • credit card: I like that the policy states that we can get a credit card in a particular staff/director's name. Is this something we should look into more when we are talking about moving to Servus and changing signing authority? Or do we already have one? My main interests in doing it are for purchases related to new BWS space, and turnaround time for out-of-pocket expenses.
  • Leila's notes via e-mail: does anything need to be added regarding a possible mortgage?

Banking (20 min)

  • Changing accounts to Servus
  • Changing signing authority
  • Getting an EBC credit card?
    • In whose name(s)?
  • Discussion notes: Caylie: Will getting a credit card require having financial management policy? General agreement that this is not necessary. Who has signing authority? Leila: Generally speaking it is the Executive Committee. Neil: We initially wanted to just close our old accounts and open new ones with new signing authority, but it looks like this will not be possible, since the money in RBC matures at specific intervals. Discussion around procedure around deposits of cash from BikeWorks. General desire to develop process and procedure for deposits.
  • Action Item: Executive Committee will change signing authority on existing accounts by December 1st.
  • Action Item: Executive Committee will pursue a credit card for EBC by December 1st.

Motion: To open two new accounts with Servus Credit Union, one for general and one for casino revenue, for the purposes of closing our accounts with TD and RBC. Motioned by Neil. Seconded by Meghan. Motion Carried.

Motion: To replace the signing authorities of outgoing Executive Committee, consisting of Paul Govenlock, Micah Cooper, Adam Burgess and Leila Sidi, with the incoming Executive Committee, consisting of Leila Sidi, Anna Vesala, Sarah Harold, and Meghan Thiessen for Edmonton Bicycle Commuters' Society bank accounts with TD Bank and RBC Royal Bank. Motioned by Neil Carey. Seconded by Leila Sidi. Motion Carried.

Motion: To acquire an organizational credit card for Edmonton Bicycle Commuters' Society, in the name of the Executive Director, with Servus Credit Union. Receipts to be collected and submitted to the Treasurer on a monthly basis. Motioned by Leila. Seconded by Sarah. Motion Carried.

Board Time Commitment (20 min)

  • Caylie: Arising from retreat feedback, the shift to an emphasis on committee work, the BW Manager's report, and the BWS move, should we increase our board commitment in the job description?
  • From Board Job Descriptions: Time Commitment
    • An estimate of the minimum monthly time commitment which Board members undertake:
      • Attend a monthly board meeting: 3 hours.
      • Review and respond to governance related emails: 4 hours.
      • Chairing a committee, or alternate governance/management tasks: 3 hours.
    • In addition to a monthly commitment, Board members are expected to attend two annual events:
      • The board retreat (approximately 8 hours) to bring new board members up to speed, and set the direction for the year.
      • The Annual General Meeting (approximately 3 hours).
      • Board members taking on executive roles may need additional time to complete the duties associated with those positions. Note that operational work is not expected of Board members, but may be undertaken in addition to the duties listed above.
  • Can the board commit specific hours to helping out with the BWS move?
  • Is it worthwhile to consider "office hours" for board members, to take place at one of the shops?
  • Discussion notes:
    • Some concerns we brought up at the board retreat that it was longer than the minimum board time commitment for a month. Maybe we should increase this minimum suggested in the board job descriptions. Who will this impact if we don't increase this. More than this might not be reasonable to expect of a governance board. Should address this as an ad-hoc committee. Cautious about lots of work falling on few people. Might require intra-board accountability to ensure that everyone is actually contributing those hours. Think that as directors we have a responsibility to ensure that we are 'on the front lines'. It is okay for work to be unevenly distributed, because it should be alright for someone to contribute the minimum. Being in the shops is not the only way to be on the front lines EBC. Staff will still need help on administrative tasks, because of the size of the organization. Think it is reasonable to ask a bit more, is there time for follow-through in only 10 hours per month? Need to be branching out to volunteers but delegation is important and we are required to participate in that. Might not want to write out candidates who have skills and knowledge but not the time to commit to all the
  • Action Item: Caylie to start a conversation over email to create an ad-hoc committee to talk about board time commitment.
  • Action Item: Steve to coordinate some days to go to the shop to help with move-out tasks.

Approval of Annual Report 2013 draft (5 min)

  • Approval of Annual Report 2013 draft
  • No discussion necessary, all comments prior to the meeting have been incorporated.

Motion: To approve Annual Report 2013. Motioned by Leila. Seconded by Anna. Motion Carried. Sarah abstained.

New Business

Member/Community Survey (10 min)

  • Tabled from October... Anna (via email): I'd like to put together a survey for community input on EBC's 2014 direction to help inform our discussions at our Board Retreat in Nov. This could be sent in the Oct newsletter. I've drafted a few questions... please edit/comment as you see fit. Unless anyone has objections, I'll send a final survey to Chris for the next Member Newsletter.
  • Update for November - Anna: the above draft should be reviewed to align with the discussion at the Board Retreat about Strategic Planning. Our January 31-Feb 1 workshop could be informed by results from this survey, so what do we want to know?
  • Chris: Before we send this out, I think we should probably have a clear written idea stating what we actually want to find out and why, and what we plan to do with the information we receive. Without that, we're just making up interesting questions, when what we really want should be information that will help us make specific decisions. We may not necessarily know yet what those specific choices are going to be, but if we start off with a sample set of decisions that we currently have or suspect we will likely face, I think we can focus our survey questions a bit better. Especially wasteful is getting a bunch of feedback and not knowing what to do with it, or simply ignoring it.
    • e.g. If all respondents unanimously say they want a downtown location, will we forego a southside location even if the search committee thinks it's the best choice?
    • How many respondents do we need to consider the results meaningful?
    • etc.
    • We can't necessarily answer these questions absolutely and completely now, but they should be considerations in determining what questions the survey includes. If we know that a particular question will never give us useful (or even interesting) answers, then we should change it or drop it.
  • Caylie: I'm wondering if the strategic planning committee could get together and spend some time figuring out exactly what we want to ask our members to inform the strategic plan. Since getting this data is off the table for our November retreat, could we hold off another few months? I'd like to have a little bit of time for the SP committee to sort of figure out a game plan so that we can obtain data strategically and efficiently.
  • Action Items: Strategic Planning Committee (Caylie, Doug, Meghan) will deliberate on what info we need from members.

Winter Cycling Congress 2014 (5 min)

  • "On February 12 and 13,2014, Winnipeg, Canada is proudly hosting the second international Winter Cycling Congress. The 2013 conference, held in Finland, was a tremendous success and drew delegates and presentations from around the world. The first North American iteration plans to build on that momentum with a packed slate of programming, special events, workshops and activities."
  • "If you plan on attending as a delegate, Early-bird registration is now open. Act soon; early bird registration closes December 1st. People who register before the deadline are eligible for a $100 discount on regular conference admission and there is a discount for students and non-profits."
  • Early bird registration: $375; $250 for students/non-profits
  • Discussion notes:
    • Sarah: Wondering what financial administration is necessary to have Coreen, Chris, and Sarah attend. Chris: I have submitted some abstracts so that should save us the registration fee. Neil: So it is transportation plus potentially the non-profit registration fee. Have $1,000 for Staff and Board development for the year, and part of that has been spent already. Leila: Should ask for the attendees to submit proposals to the board for use of funds. Chris Chan: Will not be asking for a lot of money, so it would not require a special motion from the board.
  • Action Items: Chris Chan, Coreen, Sarah will create and present a funding proposal for their attendance to the conference.

Appointment of New Board Member (5 min)

  • Anna: Alexey Kalinin stood for election at the AGM, so he seems like a sensible candidate to offer the position to. General agreement that Anna should inquire if he is still interested in a position on the board.
  • Action Item: Anna to send an email to ask Alexey if he is interested in the position on the board.


In Camera Session (10 min)

  • Motion: To go in camera. Motioned by Leila. Seconded by Sarah. Motion Carried.
  • Please list how long you believe your topic will take to discuss:
    • Caylie: 10 min


Adjournment

  • Motion: To adjourn the meeting. Motioned by Neil. Seconded by Kristen. Motion Carried.
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