2013 AGM: Difference between revisions

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== Reports ==
== Reports ==
See 2013 Annual Report: [http://edmontonbikes.ca/w/Annual_Reports http://edmontonbikes.ca/w/Annual_Reports]


=== President's Annual Report (15 min) ===  
=== President's Annual Report (15 min) ===  
[https://docs.google.com/a/edmontonbikes.ca/document/d/1G6IFyz6Mj7aEhMlYOD_ZHObgGr9IOQys8PeA66X8WFA/edit President's Report 2013]
* Leila Sidi
* Leila Sidi
* Thanks to everyone for coming. After a busy 2011/2012 with BWN opening there was a lot of expansion, this year there was a focus inward - policy, direction. The board was motivated by building relationships between board and staff.  
* Thanks to everyone for coming. After a busy 2011/2012 with BWN opening there was a lot of expansion, this year there was a focus inward - policy, direction. The board was motivated by building relationships between board and staff.  
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=== Treasurer's Annual Report (15 min)===
=== Treasurer's Annual Report (15 min)===
* [https://drive.google.com/a/edmontonbikes.ca/?tab=mo#folders/0B0wWWHPTzO0veTlxRHlod1FEZFk FY2013 Year End Report]
* Neil Carey
* Neil Carey
* This has been a spectacular year. Memberships up 50%, donations are up 30%, BikeWorks revenue has gone up almost 100%. We’ve seen solid growth, paralleling the growth of cycling in Edmonton in general.
* This has been a spectacular year. Memberships up 50%, donations are up 30%, BikeWorks revenue has gone up almost 100%. We’ve seen solid growth, paralleling the growth of cycling in Edmonton in general.
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=== Budget 2014 (15 min)===
=== Budget 2014 (15 min)===
[[Proposed Budget Sept 2013-Sept 2014]]
* Neil
* Discussion notes:
* Given that BikeWorks South is closing we are expecting a bit of reduction in memberships and bikes sales.
**
** We will experience a huge hit in grant revenue, lots of money came from grants for setting up BikeWorks North.
**
** We are hoping to keep the rental program running while between South locations.
** This budget is in line with what we've been doing, but accounting for the interruption in revenue from BikeWorks South.
* Expense
** Increases include providing full-time staff with benefits and hiring a bookkeeper.
** This is a largely hold-the-line budget.
** We are budgeting for a significant increase in rent for the South location - we were getting a really good deal from our previous landlords.
** We did not do a lot of courses this year - looking to increase for next year.
** Member question about donations to community partners
*** The donations were to Velofest Community Organization - mostly in-kind, to help run Bike Month.


<span style="background: yellow;">Motion:</span> To return/approve the 2014 Budget as presented. Motioned by . Seconded by . '''Motion Failed/Carried.'''
<span style="background: yellow;">Motion:</span> To approve the 2013-2014 Budget as presented. Motioned by Rob Drinkwater. Seconded by Sarah Harold. '''Motion Carried.'''


~ Intermission / health break (10 min) ~


== New Business ==
== New Business ==


=== Bylaw Amendments (10 min)===
=== Bylaw Amendment - Membership (10 min)===
*The Board proposes to remove that portion of the section that is '''bolded'''. The section’s current wording is: <i>“Members in Good Standing, Regular Members '''who have been members for at least one calendar month''' and any honorary members shall be considered members in good standing. '''A regular member who has lapsed for no more than six months shall also be considered a member in good standing immediately upon payment of their dues.'''”</i> This amendment will broaden the category of “Members in Good Standing” and as a result, the number of eligible candidates for the Board the Directors. This will help avoid the exclusion of any potential candidates as a result of failing to have renewed or signed up for their membership prior to the Annual General Meeting.
* The Board proposes to remove that portion of the section that is '''bolded'''. The section’s current wording is: <i>“Members in Good Standing, Regular Members '''who have been members for at least one calendar month''' and any honorary members shall be considered members in good standing. '''A regular member who has lapsed for no more than six months shall also be considered a member in good standing immediately upon payment of their dues.'''”</i>  
**<span style="background: yellow;">Motion:</span> To change the current Bylaw section titled Membership (b)(iii) to read: “Members in Good Standing, Regular Members and any honorary members shall be considered members in good standing.” Motioned by . Seconded by . '''Motion Failed/Carried.'''
* This amendment will broaden the category of “Members in Good Standing” and as a result, the number of eligible candidates for the Board the Directors. This will help avoid the exclusion of any potential candidates as a result of failing to have renewed or signed up for their membership prior to the Annual General Meeting.
* Discussion:
** Members are concerned that it was put in to prevent a hostile takeover. This situation is not improbable, and has happened in the past at EBC. People think it is a good idea not to remove it. If some group organized themselves outside of this, they could take over the organization. These things are in to protect the organization. Know of at least one organization where exactly that has happened. Don't think there has to be a lot of money involved for this to happen, could just be a factional split. Bylaws need to be written with a worst case scenario in mind. The non-profit that owns the BikeWorks South building had just this thing happen.
** Last year we had a board member who was not a member in good standing at the election last year, we wanted to prevent us from losing valuable members to technicalities. We could remove the requirement for being in good standing for the election, but must be a member in good standing to vote.
** Clarification: is it currently in the bylaws that one must be a member in good standing to vote? One can be a new member to run, need to be a member in good standing to vote.
** What about membership lapse? Even for running for the board, want to make sure they're a member in good standing.
** We have had lots of interest in being board members in the AGM. Even if we go to a system where they have to be a member in good standing, we should have a provision for overriding that. There are lots of opportunities for people to get involved not at the board level. Suggest that 80% of the board must vote to override the candidate. What about stipulating that only 1 or 2 board members must be in this position?
** Board will take this motion back to be reworked for next year...


*The Finances section sets out the powers and responsibilities of the Society with respect to managing its finances. The Board proposes to add subsection (h) to accommodate the requirements of the Alberta Gaming and Liquor Commission (AGLC). Any non-profit receiving funds from AGLC must have a clause setting out what will happen to the remaining assets of the Society upon dissolution. According to AGLC, the remaining funds must be disbursed to an eligible charity or religious group or purpose, or be transferred in trust to a municipality until such time that they can be transferred to a charitable or religious group as approved by the Board.
**<span style="background: yellow;">Motion:</span> To change the current Bylaw section titled Membership (b)(iii) to read: “Members in Good Standing, Regular Members and any honorary members shall be considered members in good standing.” Motioned by Derek Flynn. Seconded by Karly Coleman. '''Motion Failed.''''
**<span style="background: yellow;">Motion:</span> To add a section titled Finances (h) to the Bylaws which shall read: “If the Society is dissolved, any funds or assets remaining after paying all debts shall be paid to a registered and incorporated charitable organization or organizations. The Society will select this organization by Special Resolution.” Motioned by . Seconded by . '''Motion Failed/Carried.'''
 
=== Bylaw Amendment - AGLC (10 min) ===
* The Finances section sets out the powers and responsibilities of the Society with respect to managing its finances. The Board proposes to add subsection (h) to accommodate the requirements of the Alberta Gaming and Liquor Commission (AGLC). Any non-profit receiving funds from AGLC must have a clause setting out what will happen to the remaining assets of the Society upon dissolution. According to AGLC, the remaining funds must be disbursed to an eligible charity or religious group or purpose, or be transferred in trust to a municipality until such time that they can be transferred to a charitable or religious group as approved by the Board.
* Discussion:
** Ask to add "as defined by AGLC."
 
* <span style="background: yellow;">Motion:</span> To add a section titled Finances (h) to the Bylaws which shall read: “If the Society is dissolved, any funds or assets remaining after paying all debts shall be paid to a registered and incorporated charitable organization or organizations, as defined by the Alberta Gaming and Liquor Commission. The Society will select this organization by Special Resolution.” Motioned by Steve Anderson. Seconded by Micah Cooper. '''Motion Carried.'''


=== Mortgage Proposal (5 min)===
=== Mortgage Proposal (5 min)===
* <span style="background: yellow;">Motion:</span> That the board be authorized to take on secured debt in an amount not to exceed $500,000 for the purpose of purchasing a facility in central Edmonton. This authorization must be renewed if no purchase contract is in place by December 1, 2014. Motioned by . Seconded by . '''Motion Failed/Carried.'''
* This motion would give us up to the 2014 AGM to secure a mortgage.
 
* A member would like to remove the “central” stipulation. General agreement.
=== New Business Item 3 (__ min)===
* Capital asset makes takeover more enticing. Non-profits shouldn't have capital assets.
*
* Taking on a mortgage broadens the potentials for what kind of space we can find. Increases the security over a lease agreement.
* Not likely to entice takeover due to associated debt, it's not just an asset.
* After paying off the mortgage, we increase our sustainability - never have to be worried about rent increases or being kicked out.
* Taking precautions is important, but we don't want to structure our decisions around a possible takeover.
* Do charitable organizations still have to pay property tax? Not certain, but believe we'd be exempt from property tax.
* Risk of owning property. There are some options available.
* Wondering if the max could be increased to $800,000. This would be a mortgage payment max of approx $4500/month
* Looking into space that we could sublet as well. Possibility of closing BikeWorks North and consolidating space is on the table.
* Should amend to include renovating the space, not just purchasing it.


=== New Business Item 4 (__ min)===
* <span style="background: yellow;">Motion:</span> That the board be authorized to take on secured debt in an amount not to exceed $800,000 for the purpose of purchasing and improving a facility in Edmonton. This authorization must be renewed if no purchase contract is in place by December 1, 2014.
*
Motioned by Karly Coleman. Seconded by Keith Hallgren. '''Motion Carried.'''


== Board of Directors Elections (20 min)==
=== Board Elections (20 min)===
*Nominations were accepted online and taken from the floor. Nominees included:  
* Overview of Election Process
*Candidates made short speeches and a secret ballot was conducted where each EBC member had one vote.
* Nominations and Candidate Introductions (1 min each)
*The 2013-14 board electees are:
** Nomination from the floor of Steve Anderson by Leila Sidi. Accepted.
*
** Candidates: Steve Anderson, Chris Corrigan, Kristen Flath, Caylie Gnyra, Alexey Kalinin, Douglas Logan, Jason Proche, Meghan Thiessen
** Candidates made short speeches
** Vote by secret ballot was conducted where each EBC member had one vote. Elected: Steve Anderson, Caylie Gnyra, Chris Corrigan, Douglas Logan, Kristen Flath, Meghan Thiessen, Jason Proche.
* Announcement of 2013/2014 board (beginning December 1, 2013):
Steve Anderson
Justin Bartlett
Bernadette Blakey
Chris Corrigan
Kristen Flath
Caylie Gnyra
Sarah Harold
Douglas Logan
Jason Proche
Leila Sidi
Meghan Thiessen
Anna Vesala


== Adjournment ==
== Adjournment ==
* <span style="background: yellow;">Motion:</span> To adjourn the 2013 Annual General Meeting. Motioned by . Seconded by . '''Motion Failed/Carried.'''
* <span style="background: yellow;">Motion:</span> To adjourn the 2013 Annual General Meeting. Motioned by Micah Cooper. Seconded by Leila Sidi. '''Motion Carried.'''


[[Category:minutes]]
[[Category:minutes]]
[[Category:2012-2013 Board minutes]]
[[Category:2012-2013 Board minutes]]