Board Minutes December 2022
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Bike Edmonton Board Meeting Minutes for December 2022
Board meetings are open to Bike Edmonton members and the public.
- Location: Google Meet
- Start Time: December 12, 2022 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
- Meeting Chair: Kelly Granigan
- Minute-taker: Marcel Huculak
- Board attendance: Kelly Granigan, Marcel Huculak, Jason Wang, Celileigh Cunnigham, Alexandra Stout, Andi Eng, Greg Glatz, John Fuller, Maxine Myre, Charlotte Thomasson (partial), Michelle Bourdon
- Staff attendance: Coreen
- Regrets:
- Absent: Matt Hoyt
- Guests:
Call to Order
- Meeting called to order by Kelly Granigan at 7:10 pm.
Logistics for Next Meeting
- Date: January 16, 2023, 7pm
- Location: Google Meet
- Chair:
- Minute-taker:
Discussion of agenda (10 min)
- Agenda accepted as-is
- Code of Conduct Reminder Cited
- Conflict of Interests
- Volunteer Hours sheet - link in the agenda, request to post it in the meeting invite
Reports
President's Report (5 min)
Treasurer's Report (5 min)
Executive Director's Report (5 min)
Questions:
- Concern expressed about Greg’s workload
- Onboarding still taking place and slows things down; once up to speed will know to do it by self or to delegate
- Workload is familiar to Greg
H.R. Committee Report - To include TOR (5 min)
Governance Committee Report -To include TOR (5 min)
Executive Committee TOR (5 min)
Approval of Agenda, Minutes, Reports (5 min)
| To approve this December agenda, the November 2022 minutes, and reports, and Terms of Reference as presented. | ||
| Moved: | Matt | |
| Seconded: | John | |
| Aye | No | Abstain |
|---|---|---|
| 0 | ||
| Carried | ||
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
COMPLETED
Board retreat wrap up (10 min)
- Discussion notes:
- We met with staff prior to board retreat, should we meet again as a follow up?
- Was great
- Close communication with staff, we do have slides to leverage of Board Retreat items
- Volunteers to meet with staff and follow up with Board Retreat
- Say 1.5 hour meeting, likely next week
- Alexandra, Jason, Andi depending on availability, Kelly, Greg and Kelly to coordinate
- We met with staff prior to board retreat, should we meet again as a follow up?
ACTION ITEM: Hold meeting with staff regarding board retreat follow up.
New Business
Conflict of Interest Documentation (10 min)
- Discussion notes:
- Conflict of interest gets significantly easier when the person with the conflict volunteers the potential conflict, and we don’t have to go through the process of determining if there is a conflict.
- Conflicts of interest must be documented in minutes
- Kelly has a conflict of interest with a potential donor agreement she has offered to enter into with Bike Edmonton, as she would be party to a contract.
- You can present the item and take questions, but discussion and voting takes place without conflict person
- Kelly declared a conflict of interest with regard to her offer to donate funds to Bike Edmonton
- Goverance Committee to look at conflicts of interest including non-financial conflicts of interest
- Ceileigh Cunningham related to Jesse Cunningham
- Matthew Hoyt related to Robin Wallsten-McElhatton
- Alexandra Stout is roommate and friend with Chris Chan
Budget - Timeline and Path to Approval (15 min)
- Discussion notes:
- As per our bylaws we can:
- Can develop budget and present at Special General Meeting again
- Can have new board and ED approve new budget before presenting to membership at SGM
- We need to talk with staff about budget and have a follow up about it with them too (see previous minutes)
- As per our bylaws we can:
- We do not have an approved budget
- How can we get one? Two ways:
- New Board and ED can approve budget prior to presented at General Meeting
- Approved at special general meeting
- Need input from staff, then choice 1, then meet with members
- Board presents motion to membership to approve budget, signaling our intent to membership.
- Draft budget by end of January
- Plan: Finance Committee presents draft budget to special Board meeting near end of January, approve draft budget and call a special meeting of membership by end of February.
Board Vacancy (10 min)
- Discussion Notes:
- Option 1 - leave vacant
- Option 2 - reach out to defeated candidates and elect to 1 year term at board meeting
- Option 3 - Open call for nominations and board election for full term ending November 2024, may be combined with special meeting on budget
| To follow option 3 | ||
| Moved: | Charlotte | |
| Seconded: | Jason | |
| Aye | No | Abstain |
|---|---|---|
| Carried | ||
Holiday Shop Closure (10 min)
- Discussion Notes:
- Pay for staff during closure to be discussed in camera
- Recommended by Greg to close on Friday December 23 and reopen January 3, 2023. Board agrees. Motion not necessary - is an operational issue.
Staff involvement at board meetings (10 min)
- Discussion Notes:
- Staff would like to attend, but board meetings happen during shop hours
- staff would like opportunity to provide input, only worth attending if can provide input (draft agenda sent to staff ahead of board meeting to help determine if there are items they'd like to provide input on)
- Staff would like to attend but board meeting hours conflict with shop hours
- Staff should feel comfortable approaching either the ED or any Board Member
- Monday 1700-2100 for shop hours for South Shop; could close shop as another option. To avoid shop conflict could have Friday Board meeting. Or Sunday after 1700.
- Lots of value to having staff at meeting; having our shops open is valuable to our membership. Could have experienced volunteers cover for shop managers - during summer it’s all hands on deck so managers may not be able to attend.
Fundraising committee (5 min)
- Discussion Notes:
- Grants and donations could fall under the purview of the Finance Committee
- the kind of person who likes to work on grants and donation appeals is different from the person who likes to crunch numbers for a finance committee
- There are a number of significant deadlines coming up for grants
- open to the idea that you think the ED is solely responsible to work on grants, etc
- Proposed by Greg to have a fundraising committee. Or Greg is comfortable with applying to grants.
- Charlotte and Alexandra are keen to be on a fundraising committee.
- Greg could chair the committee and it's not a committee of the Board. He is the person accountable for the grant writing getting done on time. Or it could be called a Task Force or something else (too bad Space Force is taken already). Greg can chair and others are volunteers on the committee, whether the volunteers be awesome board members or awesome Bike Edmonton members.
- All interested can follow up with Greg.
Wiki Access (5 min)
- Discussion notes:
- in the past, all of the board had wiki access which allowed people to edit the wiki (such as posting things regarding committees, allowing rotating minute takers, fixing typos in the agenda, etc), but also follow pages and subscribe to notifications of changes. This would also provide multiple back ups in case someone leaves the board, or is unavailable for any reason.
- No motion necessary; all board members will have access
Orientation Document (5 min)
- Discussion Notes:
- orientation document
- To add the calendars to your google calendar:
- In google calendar, logged into your BE account
- Click on the + next to other calendars
- Select Subscribe to calendar
- Copy and paste the first point from the linked document above into the add calendar box
- Press enter
Optional Items Pending Time
Skipped to save time.
Woman Owned Business on Google (10 min)
- Discussion notes:
- North shop listed as "woman owned" on Google, south shop is not
- Can we justify being listed as "woman owned"?
- if so, write document with justification in case someone checks
- ensure both shop listings consistent
Potential Donor Agreement (15 min)
- Discussion Notes:
- A $15,000 donation has been proposed, with condtions
- Conditions:
- Bike Edmonton gets a quote from a CPA to complete an audit
- Donor will provide the funds for the audit, which will be restricted to use for the audit (if the audit is cheaper than the quote, those funds can become unrestricted following the audit)
- Following an audit by a CPA, and an approved organization budget, donor will provide the balance of the $15,000, which will be unrestricted.
- Optional Conditions:
- Donor will participate in a larger fundraising campaign, such as a matching campaign, or other fundraising campaign which leverages above donation amount to get more donations from other donors. Bike Edmonton to determine details of fundraising campaign, and include in donor agreement.
In Camera Session
| To move in camera with Greg Glatz as guest. | ||
| Moved: | Andi | |
| Seconded: | Marcel | |
| Aye | No | Abstain |
|---|---|---|
| Carried | ||
- Please list how long you believe your topic will take to discuss:
- Greg (15 min)
| To move out of camera] discussion. | ||
| Moved: | Andi | |
| Seconded: | Charlotte | |
| Aye | No | Abstain |
|---|---|---|
| Carried | ||
Adjournment
| To adjourn the meeting at 9:39pm. | ||
| Moved: | Charlotte | |
| Seconded: | Alexandra | |
| Aye | No | Abstain |
|---|---|---|
| Carried | ||