Board Minutes December 2022

These minutes are not yet approved. They are scheduled for review and approval at the upcoming board meeting.

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:
• Board attendance:
• Staff attendance:
• Regrets:
• Absent:
• Guests:

Call to Order

• Meeting called to order by at pm.

Logistics for Next Meeting

• Date: January 9, 2023, 7pm
• Location: Google Meet
• Chair:
• Minute-taker:

Reports

President's Report (5 min)

• President's Report December 2022

Treasurer's Report (5 min)

• Finance Report December 2022

Executive Director's Report (5 min)

• ED Report December 2022

H.R. Committee Report - To include TOR (5 min)

• H.R. Committee Report December 2022

Governance Committee Report -To include TOR (5 min)

• Governance Committee Report Dec 2022

Approval of Agenda, Minutes, Reports (5 min)

MOTION

To approve this December agenda, the November 2022 minutes, and reports, and Terms of Reference as presented.
Moved:
Seconded:

Aye	No	Abstain

Current & Completed Business

Updates on Action Items From Previous Meeting (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?

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.

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)

MOTION

Moved:
Seconded:

Aye	No	Abstain

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

MOTION

Moved:
Seconded:

Aye	No	Abstain

Holiday Shop Closure (10 min)

• Discussion Notes:
  • Pay for staff during closure to be discussed in camera

MOTION

To close the Bike workshops on Friday, Dec 23, 2022, and reopen the Bikeworks shops on January 3, 2023.
Moved:
Seconded:

Aye	No	Abstain

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)

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

MOTION

Move to recognize ____ as the 2023 Fundraising Committee
Moved:
Seconded:

Aye	No	Abstain

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

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

MOTION

To move in camera.
Moved:
Seconded:

Aye	No	Abstain

• Please list how long you believe your topic will take to discuss:
  • Greg (15 min)

MOTION

To move out of camera] discussion.
Moved:
Seconded:

Aye	No	Abstain

Adjournment

MOTION

To adjourn the meeting at __pm.
Moved:
Seconded:

Aye	No	Abstain