Board Minutes November 2016

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These minutes were approved at the January 2017 board meeting.

EBC Board Meeting Minutes for November 14, 2016

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

  • Location: room 128 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: Karl
  • Minute-taker: Geoff
  • Food by: Jon
  • Board attendance: Jon, Karl, Nancy, Geoff, Rachel, Seraphim, Anna, Jasmine
  • Staff attendance: Chris
  • Regrets: Derek(?), Adrian
  • Absent:
  • Guests:

Call to Order

  • Meeting called to order by at 6:47 pm.

Logistics for Next Meeting

  • Date: Monday January 9th
  • Location: TBA (requested rm 128, APIRG to confirm)
  • Chair: Jeremy
  • Minute-taker: Michael
  • Food by: TBD

Approval of Agenda, Minutes, Reports (5 min)

MOTION
To approve this Nov agenda, the Oct 2016 minutes), and reports as presented below.
Moved: Jonathon
Seconded: Anna
Aye No Abstain
all 0 0
Passed

President's Report - Jon

Treasurer's Report - Geoff

  • [Treasurer's Report (Month) (Year)]

Executive Director's Report - Chris

  • [ED Report (Month) (Year)]

H.R. Committee Report - Nancy

  • [H.R. Committee Report (Month) (Year)]

Policy Committee Report - Dan

  • [Policy Committee Report (Month) (Year)]

Strategic Planning Committee Report - Derek

  • [Strategic Planning Committee Report (Month) (Year)]

Current & Completed Business

Updates on Action Items From Previous Meeting (5 min)

  • Everyone log your 2016 board volunteer hours for the past month.
  • Everyone sign reports that you have reviewed each month.
  • Committee Chairpersons to post all committee meetings to EBC calendar - public ones go on "EBC Events", other committee meetings go on "EBC Internal" calendar.
  • Jul 2015: Jon, Nancy, Anna, Geoff, Chris Chan will meet to get an orientation and see if Asana can be used for board tasks/to do list too
  • Dec 2015: Anna will book 30 min meeting before board meeting for Asana orientation by Exec.
  • Sep 2015: Anna to post final financial policy to wiki and (Feb 2016) all new TOR (Executive, Policy, HR) to wiki
  • Feb 2016: Geoff to get access online to Tangerine (ING) account where casino funds are cashed in the interim in order to view balance
  • May 2016: Nancy will share final copy of ABBCC Bike-way Design doc when available.
  • Jul 2016: Chris will put note in Asana for 2018 to review GWI-EBC agreement. Geoff will add notes into 2017 budget doc for 2018 $25k info for GWI lease. Jon to draft a written document with YCR2 Leadership Team to specify agreement terms, notably that YCR2 will fund raise the full $75,000 on behalf of EBC.
  • Oct 2016: Retreat coordinator add discussion of AGM to Nov planning retreat agenda.
  • Oct 2016: Nancy will strike HR ad-hoc committee to implement OH&S plan by December 31st.
  • Derek book meeting room 113 for Jan 9th


COMPLETED

  • Nancy book NAIT room for Nov 18&20 board retreat.
  • Jon, Geoff, Seraphim ad-hoc hiring committee will interview for Bookkeeper
  • Jonathan to find out what happens/timing after charitable status getting approval - registration of organization.
  • Chris will have a more in depth discussion with volunteer about best practices / managing risk. Nancy will follow up on Occupational Health and Safety Advisor.
  • Geoff will look into putting Simply Accounting back-up files into Google Drive for staff access.

Bookkeeper Update (5 min) Geoff

  • Ad-hoc committee interviewed 4 candidates.
  • Engagement Letter: https://drive.google.com/a/edmontonbikes.ca/file/d/0B11PfbtGMFFuekpjS3RGaThDQjRweWpvaUVZTlQ3c0NscXVR/view?usp=sharing
  • Discussion notes:
    • Found that 3 candidates were suitable, all reviewers agreed on the best candidate
    • Intro meeting would take place Monday or Tuesday next week
    • Chris: Can we add AGLC report to the engagement letter
    • Firm is in Redwater, accountant who will be doing bookkeeping lives in Edmonton
    • Last meeting, committee was given authority to select/engage bookkeeper
    • Two executive members will sign the engagement letter


  • Action Items: Two signing authorities will sign the engagement letter by Nov 16, 2016.

CRA Application Update (10 min) Jon

  • Discussion notes:
    • Jon called the adjucator and a few things became evident
    • Erred in restricting responses to space in application - could have said 'see attached' and attached as much as desired
    • Key issue is BikeWorks program - clearly not charitable - would need to find a way to make this a charitable program
    • Possibly split into separate organizations, but that would require a separate
    • YCR2 - 'we were all over that' - would be no problem
    • Should we respond to this? Only if we can address all concerns.
    • Would have to figure out how to fit BikeWorks into one of the areas: eliminating poverty, advancing education, improving health, protecting the environment ...
    • Being not for profit is not enough to be charitable
    • Jonathon withdrew application - we are at complete liberty to reapply. There is no bias in having sent in a previous application.
    • Q: Do we need to change our objects prior to submitting application? A: No, but you should have them drafted - but don't change anything until you hear back
    • Where we go from here - Should be a top item to discuss for Friday night / retreat
  • Action Items: Board will discuss at our retreat Nov 16-18.


New Business

Karl Tracksdorf's Resignation

  • Karl very sadly had to tender his resignation from the board
    • Karl has to move to Ontario for employment / residency issues
    • Very much enjoyed being on the board, is sad to go, and hopes to be back some day
MOTION
To accept Karl Tracksdorf's resignation.
Moved: Anna
Seconded: Seraphim
Aye No Abstain
All
Passed

Board Orientation (90 min)

  • EBC Vision, Mission, Objects - Seraphim
  • Structure of organization - Anna
    • include communication structure (who directs who)
    • include EBC board responsibilities as an employer
  • Bylaws - Michael
  • Director Job Descriptions - Jasmine
  • Code of Conduct, Conflict of Interest - Adrian
    • include signing conflict of interest form
  • Governance (board) vs. Management/Operations (Exec Director/staff/volunteers) - Jeremy
  • Financials 101 - Geoff
  • Committees - Nancy
    • include general overview of why & how committees are great for non-profit boards (also who can be on board committee)
    • could include names of operational (staff & volunteer) committees to distinguish between governance vs operations
    • do not include name, purpose, membership of EBC committees at this time - will do at retreat
  • Respecting each others’ time - Karl
    • include culture of board, how to have efficient board/committee meetings, "air time", diversity of opinions/views/experiences, etc.
    • include Rusty's Rules of Order
  • Communications - Anna
    • include internal comms (eg common files in Google Drive)
    • include external comms (eg website, social media, wiki, Official Spokespersons policy)
  • Retreat prep/homework - Jon


In Camera Session

MOTION
To go in camera.
Moved: Nancy
Seconded: Anna
Aye No Abstain
All
Passed
  • Please list how long you believe your topic will take to discuss:
    • Nancy (15 min)

Adjournment

MOTION
To adjourn the meeting at 10:00 pm.
Moved: Geoff
Seconded: Anna
Aye No Abstain
All 0 0
Passed
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