Board Minutes December 2021

Please note: Bike Edmonton Board Meeting Minutes receive approval via Board Motion at the following Board Meeting. Please view the following Board Meeting Minutes to determine the approval status of the minutes you are currently viewing.

Bike Edmonton Board Meeting Minutes for December 6, 2021

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

• Location: Google Meet To join by phone instead, dial ‪(CA) +1 778-732-6177‬ and enter this PIN: ‪‪387 835 066‬#
• Start Time: 7:00pm

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: Roy C, Sarah R
• Minute-taker: Andi
• Food by: n/a
• Board attendance: Keith Heslinga, Ron Cherlet, Mike Enders, Max Myre, Michelle Bourdon, Byron Vass, Roy Coulthard, Andi Eng, John Fuller, Matthew Hoyt, Sarah Rebryna
• Staff attendance: Mike Zuege, Chris Chan
• Regrets:
• Absent:
• Guests:

Call to Order

• Meeting called to order by Roy at 7:05 pm.

Logistics for Next Meeting

The Board needs to determine what the Board Meeting schedule will be moving forward

We have been holding board meetings on the 3rd Monday of each month. This was in an attempt to have monthly financials, although we have run into challenges with the timing of the financials. Discussions: Third Monday allows for time for committees to meet and prepare reports. Michelle will not be able to do 3rd Mondays due to her current rotation. 2nd Monday would for her. Keith would like to remind everyone that he has an invite extended to Dallas from the City for a presentation about the Bike Plan

• Discussion Notes:
  • The Board has agreed to schedule our next meeting and all subsequent board meetings for the 2021/2022 Board on the second Monday of each month with the exception of dates that fall on a stat holidays.

• Date: 10 January 2022
• Location: Google Meet
• Chair:
• Minute-taker: Andi
• Food by: n/a

Announcements

• Remember to record your Board Member volunteer hours!

• The Board is aware of a social media comment by a board member that can be construed as disparaging the unhoused. We are saddened by this comment because it goes against what Bike Edmonton aspires to be.
  • While Bike Edmonton uses cycling to advance its vision, Bike Edmonton’s Mission is to make “...everyday cycling in Edmonton safer and more widespread by providing bicycle services, education, and civic representation…” and as part of this purpose, we extend services to marginalized members of the community as well as new-comers. Pursuant to this purpose, we try to stand with and support those facing struggle. The Board looks around its own table and sees the privileges of the board members; we all have the ability to volunteer for this organization and we acknowledge at a bare minimum that this means that we are not wholly consumed with the search for the necessities of life. As a result of our privileged station we find it difficult at times to understand the struggle of those facing issues such as homelessness, substance addiction, poverty, and others. As we humbly acknowledge this privilege we believe that "punching down" is in poor taste and unbefitting of a board member of Bike Edmonton.
  • The board is aware that the member has apologized to the President of the Board, and at this time we consider the matter closed.
  • The board would like the minutes of the meeting to reflect that we are sorry for this social media comment and the harm that it may have caused, and would like to thank the member who brought this matter to our attention.

Approval of Agenda

MOTION

To approve this December 6 agenda.
Moved:	Andi
Seconded:	Matt

Aye	No	Abstain
11	0	0
Carried

Approval of Last Meeting's Minutes

MOTION

To approve the October 2021 minutes.
Moved:	Roy
Seconded:	Michelle

Aye	No	Abstain
11	0	0
Carried

Reports

All committees are required to present reports at each Board Meeting. It is strongly encouraged that Committee Chairs write up regular reports and add them to the Reports Folder. This is encouraged for two main reasons:

1. Whoever is making the upcoming Board Meeting Agenda can easily find all of the reports in once place and ensure they are linked in the Agenda for all Board members to read in advance of the Board Meeting
2. Having the written reports provided ahead of Board Meetings allows the reports to be as detailed as the person writing them feels they need to be without taking up too much time during the Board Meeting as all Board Members are expected to read the reports ahead of time

President's Report - Sarah R. (2 mins)

• [ President's Report]
• Welcome to new board members
• Welcome to Mike Z as our new ED
• Excited for the new fiscal year

Treasurer's Report - N/A (0 mins)

• [ Treasurer's Report]

• We continue to have some challenges with getting accurate financials from our bookkeepers. Both Mike Z and Roy have identified errors in the financials that have been sent back to the bookkeepers for corrections.

Question from Ron C: There is a large federal grant amount for October 2021. What is this from? Answer: It's a combination of things, including a multi-month payment for Covid relief wage subsidy;

Executive Committee Report - Sarah R. (1 min)

• [ Executive Committee Report]
• Met on Nov 30
  • Minor updates to the ToR:
    • Exec Director will be a welcome guest at Exec Committee. We will continue to share the agenda with Mike Z, with an invite to join as he feels necessary.
    • Change the TOR “Handling” of the board-level financials to “Oversee,” as financial matters will be handled by the Financial Committee.
    • Clarification that Member at Large of the Executive does not need to be a member of the Board of Directors, and may be a member of the organization.
    • Annual Objectives for 2021/2022
      • Complete update of signing authorities and ensure all Board information is updated (e.g. CRA, Service Alberta, bookkeeper, AGLC, etc.)
      • Create Executive Officer transition plan and documents
      • Duties as required, including establishment of Board Meeting agendas
      • Complete transition of 2022-2023 Executive Officers

MOTION

To approve the updates to the Executive Committee Terms of Reference
Moved:	Sarah
Seconded:	Byron

Aye	No	Abstain
11	0	0
Carried

HR Committee Report - Sarah R. (1 min)

• [ HR Committee Report]
• This committee has not yet met for the 21/22 year
• Last meeting was a continuation of supporting Mike Z and Chris C through the transition
• We do not currently have an OH&S Committee. At our Board Retreat, we had agreed that OH&S would fold under the HR or Governance committees. Yet to be determined. This is to be discussed with Mike Z to be brought back to committee.
• Agreement that OH&S will fall under HR Committee
• Sarah is currently chair of said committee from 2020/21 year. She will send meeting invite.
  • Mike Z will be included in these discussions
  • agenda will include updating TOR and OH&S

Finance Committee Report - Byron Vass. (1 min)

• [ Finance Committee Report]
• Financial Committee has not met yet this year
• Meeting on 8 Dec 2021 for monthly financials training
• first meeting will be scheduled by Byron and will likely be early in the new year

Governance Committee Report - Roy C. (1 min)

• [ Governance Committee Report]
• First Governance Committee for the 21/22 year will be 15 Dec 2021 at 8pm
  • Agenda:
    • TOR and Review of last year's goals

Advocacy & Outreach Committee Report - Keith H. (2 min)

• [ AOC Report]
• First A&O Committee meeting of the 21/22 year is scheduled for 7 Dec 2021
  • On the Agenda for that meeting
    • Create and Approve TOR
    • When to invite Claire MacDonald and Jeffrey Hansen-Carlson from Prairie Sky Gondola to present to the Board?
    • When to invite Dallas Karhut with the City of Edmonton to present to the Board?
      • Agreed that we would like to extend this invite for January, with a special meeting for the sole purpose of this conversation

MOTION

To let the scheduling of the meeting with Dallas Karhut as the responsibility of Keith H the A&O committee. Meeting to be held in January as an extraordinary meeting of the Board.
Moved:	Keith
Seconded:	Andi

Aye	No	Abstain
11	0	0
Carried

Executive Director's Report - Mike Züge (10 min)

• Executive Director's Report
• Addition to written report: Provincial grant is available under the Alberta Civil Society Fund. Deadline for application is 17 Dec 2021.
  • https://www.alberta.ca/civil-society-fund.aspx
  • The board is in favour of Mike Z and Molly working with Sarah and Mike E and the general member that brought this forward to get a grant application ready, pending outcome of conversation at staff meeting on 7 Dec 2021.

Approval of Reports

MOTION

To approve the reports as presented above.
Moved:	Mike E
Seconded:	Keith

Aye	No	Abstain
11	0	0
Carried

Current & Completed Business

Updates on Action Items From Previous Meeting (1 min)

• Post Board Member Intros to the website

Bikes and Animals Social Media Campaign (2 min)

• A&O will take this on

Downtown Shop Mural - Sarah R. (5 min)

• Mural Fundraiser
• The Executive Committee asked Sarah to provide a few different options to have the Board vote on for sponsorship:

1. Option 1: Silver, Gold, Platinum
2. Option 2: Various bike sizes

Ask: Please provide your suggestions for three sponsorship tiers to Sarah via email by Dec 8. Sarah will compile and send out suggestions for email vote by Friday, Dec 10

Membership Drive - Sarah R. (2 min)

THIS HAS BEEN TABLED

• This was never sent out. A new version would need to be developed at this point as the previous version is now out-of-date
• Would this live with the AOC?

New Business

Appointment of 2021-2022 Board of Directors Executive - Sarah R. (2 min)

The appointment of the Executive is required to be officially recorded in our Board Meeting Minutes as this info is required to be forwarded to our financial institutions and is often required when making any changes to any of our various third-party held accounts.

• The Board held the election for the Executive at its Board Retreat on November 21, 2021 with the following results:
  • President: Sarah (Acclaimed)
  • Vice President: Roy (7 - elected)
  • Treasurer: Byron (Acclaimed)
  • Secretary: Andi (Acclaimed)
  • Member at Large: Keith (Acclaimed)

MOTION

To appoint Sarah Rebryna as President, Roy Coulthard as Vice President, Andi Eng as Secretary, Byron Vass as Treasurer, and Keith Heslinga as Executive Committee Member at Large as the 2021-2022 Board of Directors Executive.
Moved:	Byron
Seconded:	Mike E

Aye	No	Abstain
11	0	0
Carried

Update Signing Authorities for Financial Accounts - Sarah R. (2 min)

• Update signing authorities for Bike Edmonton's financial accounts. Note that historically Bike Edmonton signing authorities have been members of the Executive, however, signing authority is not restricted to only those on the Executive. Any director may serve as a signing officer.
• An important consideration in appointing signing officers is, among other things, ensuring that they are capable and competent to manage financial matters, especially payments, in a timely manner.

• Important Considerations for Signing Authorities:
  • Signing authorities should be reviewing any and all payments they are signing off on to ensure that all payments are legitimate
  • If the expense payment is to one of the signing authorities that person cannot authorize payments to themselves

MOTION

To update the signing authorities from Sarah Rebryna, Matthew Hoyt, and Roy Coulthard to Sarah Rebryna, Roy Coulthard, and Byron Vass
Moved:	Mike E
Seconded:	Keith

Aye	No	Abstain
11	0	0
Carried

Update Access Permissions for Financial Accounts - Sarah R. (2 min)

Bike Edmonton's financial accounts are accessible through various online accounts. Some of these accounts provide direct access to Bike Edmonton's funds while others simply provide view-only access. It is up to this Board to determine who shall have access permissions for both Bike Edmonton's direct access and view-only financial accounts

For clarification: expenditures and movement of financial resources will continue to require approval from two of the three above-mentioned signing authorities. The purpose of this motion is to grant access to all account logins and download statements: Servus bank accounts; Servus credit cards; Quikbooks; CAFT e-transfers;

MOTION

To update all financial accounts with new account access permissions from Sarah Rebryna, Matthew Hoyt, Roy Coulthard, and Chris Chan, to Sarah Rebryna, Roy Coulthard, Byron Vass, and Mike Zuege for reporting and accounting purposes
Moved:	Matt
Seconded:	Byron

Aye	No	Abstain
11	0	0
Carried

Meeting Etiquette - Sarah R. (2 min)

Tabled to next meeting

• Rusty’s Rules
• Rotating Chair? - vote

Google Drive Updates - Sarah R. (2 min)

Tabled to next meeting

• Shared Calendars
  • Bike Edmonton Events
• My Drive
• Shared Drives
  • Board
  • Committees
• Templates
  • How to Access
• How to view Google Forms

Questions from Board Members - Sarah R. (2 min)

• Ron has suggested some discussion around the hours of operations of our shops
• Ron has asked whether we have a Bike Edmonton Vaccine Passport Policy

** At this time we are operating within the capacity rules as an operating business. In situations in which we are above that capacity (for workshops), we are using the RAP. 

MOTION

Moved:
Seconded:

Aye	No	Abstain

In Camera Session

MOTION

To move in camera.
Moved:	Mike
Seconded:	Matt

Aye	No	Abstain
10	0	0
Carried

MOTION

To move out of camera discussion.
Moved:	Matt
Seconded:	Mike

Aye	No	Abstain
10	0	0
Carried

Board Volunteer Hour Tracking - ALL BOARD (1 min)

• Board Volunteer Hour Tracking Sheet

Adjournment

Meeting adjourned by Sarah at 9:28pm