Board Minutes November 2013: Difference between revisions
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== Attendance == | == Attendance == | ||
* Meeting Chair: Caylie | * Meeting Chair: Caylie | ||
* Minute-taker: Justin | * Minute-taker: Justin | ||
* Food by: Jason | * Food by: Jason | ||
* Board attendance: | * Board attendance: Caylie, Doug, Sarah, Kristen, Justin, Meghan, Leila, Anna, Jason, Neil (6:36), Chris Corrigan (6:40) | ||
* Staff attendance: | * Staff attendance: Coreen (6:36), Chris Chan (6:46) | ||
* Regrets: | * Regrets: Bernadette | ||
* Absent: | * Absent: n/a | ||
* Guests: | * Guests: n/a | ||
== Call to Order == | == Call to Order == | ||
* Meeting called to order by | * Meeting called to order by Caylie at 6:31 pm. | ||
== Approval of Agenda == | == Approval of Agenda == | ||
* <span style="background: yellow;">Motion:</span> To approve agenda. Motioned by . Seconded by . '''Motion | * <span style="background: yellow;">Motion:</span> To approve agenda. Motioned by Kristen. Seconded by Leila. '''Motion Carried.''' | ||
== Approval of Last Month's Minutes == | == Approval of Last Month's Minutes == | ||
* | * Tabled to December meeting | ||
== Logistics for Next Meeting == | == Logistics for Next Meeting == | ||
* | * Dates: 18 December, 15 January, 19 February, 19 March... and generally 3rd Wed of each month unless otherwise determined | ||
* Location: | * Location: TBA | ||
* Chair: | * Chair: December = Meghan | ||
* Minute-taker: | * Minute-taker: Anna | ||
* Food by: | * Food by: Kristen | ||
== Resignation of Jason from Board == | |||
* Jason moving to Calgary and unable to remain as director. | |||
* <span style="background: yellow;">Motion:</span> To accept Jason Proche's resignation. Motioned by Leila. Seconded by Sarah. '''Motion Carried'''. | |||
== Reports == | == Reports == | ||
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=== President's Report (5 min)=== | === President's Report (5 min)=== | ||
* [[https://docs.google.com/a/edmontonbikes.ca/document/d/1QSfaUCag0G8_gqYSEwGptzwK3FrSgMQhOtE8KXFxB6g/edit?usp=sharing President's Report November 2013]] | * [[https://docs.google.com/a/edmontonbikes.ca/document/d/1QSfaUCag0G8_gqYSEwGptzwK3FrSgMQhOtE8KXFxB6g/edit?usp=sharing President's Report November 2013]] | ||
<span style="background: yellow;">Motion:</span> To | <span style="background: yellow;">Motion:</span> To approve the November 2013 President's report as presented. Motioned by Meghan. Seconded by Kristen. '''Motion Carried.''' | ||
=== Treasurer's Report ( | === Treasurer's Report (5 min)=== | ||
* [[https://docs.google.com/a/edmontonbikes.ca/file/d/0B1O8LS7JPb84N0RxWTd1LWswczg/edit?usp=drive_web September 2013 financials]] | * [[https://docs.google.com/a/edmontonbikes.ca/file/d/0B1O8LS7JPb84N0RxWTd1LWswczg/edit?usp=drive_web September 2013 financials]] | ||
* | * Nothing to approve. | ||
=== Executive Director's Report ( | === Executive Director's Report (5 min)=== | ||
* Nothing to approve. | |||
* | * Suggestion to change the timeline for submission of reports. Report on calendar month instead of between meetings. | ||
** | ** Concern that items happening between submission of the report and the meeting would get lost. | ||
** | ** Would require things that have happened between the report submission and the board date to be added to the agenda for discussion. | ||
* | ** Discussion that reporting on the calendar month would allow for comparison year over year. Then we don't have hidden items in the agenda. | ||
** Concern that having a deadline of 48hrs before the meeting will make... | |||
<span style="background: yellow;">Motion:</span> | <span style="background: yellow;">Motion:</span> That staff reports are submitted on the 5th of the month in which the board meeting occurs, reflecting the activities of the previous calendar month. Motioned by Sarah. '''Motion Carried.''' | ||
=== BikeWorks Report ( | === BikeWorks Report (5 min)=== | ||
[[https://docs.google.com/a/edmontonbikes.ca/document/d/1O0oXJ60pfMGxK86vPLZ2EX-RIwlzYK9E-p983C5u1v4/edit BikeWorks November 2013 Report]] | [[https://docs.google.com/a/edmontonbikes.ca/document/d/1O0oXJ60pfMGxK86vPLZ2EX-RIwlzYK9E-p983C5u1v4/edit BikeWorks November 2013 Report]] | ||
* Of note: "If the upcoming tasks were entirely upon my shoulders, I doubt I could bear the burden (metaphorically or physically). In the months ahead, we will need all hands on deck to create a new space that we can be proud of while still improving BikeWorks North. Having the support, participation and talent of all the board members in all these tasks will be integral to our success." | * Of note: "If the upcoming tasks were entirely upon my shoulders, I doubt I could bear the burden (metaphorically or physically). In the months ahead, we will need all hands on deck to create a new space that we can be proud of while still improving BikeWorks North. Having the support, participation and talent of all the board members in all these tasks will be integral to our success." | ||
<span style="background: yellow;">Motion:</span> To return/approve the | <span style="background: yellow;">Motion:</span> To return/approve the Nov 2013 BikeWorks report as presented. Motioned by Leila. Seconded by Meghan. '''Motion Carried.''' | ||
=== H.R. Committee Report (5 min)=== | === H.R. Committee Report (5 min)=== | ||
* [https://docs.google.com/a/edmontonbikes.ca/document/d/12xAN9XImMLROU1KZdpSrpREc3gjIm4OXEeSbX-Azvuk/edit?usp=sharing H.R. Committee draft Terms of Reference] - need approval. | * [https://docs.google.com/a/edmontonbikes.ca/document/d/12xAN9XImMLROU1KZdpSrpREc3gjIm4OXEeSbX-Azvuk/edit?usp=sharing H.R. Committee draft Terms of Reference] - need approval. | ||
* Discussion | * Discussion around amendments to the language to clarify who is meant to submit reports, specifically, and who the goals are being set for. | ||
* Action Items: '''Leila''' Leila will make the appropriate amendments (as discussed) to the HR Committee Terms of Reference. (i.e., to the language to clarify who is meant to submit reports, specifically, and who the goals are being set for). | |||
* Action Items: ''' | <span style="background: yellow;">Motion:</span> To adopt the Human Resource Committee Terms of Reference as amended. Motioned by Chris Corrigan. Seconded by Meghan. '''Motion Carried.''' | ||
== Current & Completed Business == | == Current & Completed Business == | ||
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* '''Leila, Sarah, Caylie''' to follow up with Chris on Staff Review for next steps. '''In progress'''... | * '''Leila, Sarah, Caylie''' to follow up with Chris on Staff Review for next steps. '''In progress'''... | ||
* '''Sarah''' to schedule meeting with Anna, Chris Corrigan, Caylie after AGM to review Charitable Status draft submission. | * '''Sarah''' to schedule meeting with Anna, Chris Corrigan, Caylie after AGM to review Charitable Status draft submission. | ||
* '''Chris Chan''' and '''Coreen''' will draft a detailed plan for hiring bike builders and present to the board for approval. | * '''Chris Chan''' and '''Coreen''' will draft a detailed plan for hiring bike builders and present to the board for approval. '''Removed. Something to look at long term.''' | ||
* '''Bernadette''' to contact the general membership to solicit other donations of time for October 25 party. '''COMPLETE''' | * '''Bernadette''' to contact the general membership to solicit other donations of time for October 25 party. '''COMPLETE''' | ||
* '''Bernadette''' will follow up with '''Kristen''' regarding the deposit on the AGM space. '''COMPLETE''' | * '''Bernadette''' will follow up with '''Kristen''' regarding the deposit on the AGM space. '''COMPLETE''' | ||
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'''Unassigned Action Items Requiring Assignment''' | '''Unassigned Action Items Requiring Assignment''' | ||
* Arising from October meeting | * Arising from October meeting | ||
** '''Unassigned''' will draft a bylaw revision for the board election membership issue for 2014 AGM. To keep on radar. | ** '''Unassigned''' will draft a bylaw revision for the board election membership issue for 2014 AGM. '''To keep on radar.''' | ||
** '''Unassigned/Anna''' to make record of what to do for next AGM: Things to pack: extension cord. coffee/supplies. something to project onto. clipboards, multiple computers, qr codes, paper/pen all for sign in. plates/napkins; Set-up could have gone more smoothly. tasks were not delegated to specific people. could have been more cohesive in our execution of work. getting people through the door was difficult. renewing memberships online slowed everything down. on paper might have been quicker; is it possible to set up a QR code for people to scan? could just be better with more computers/actual computers, not ipads. pens and paper would be the easiest way to scale up the operation. look at a way to not have the sign-in table outside the meeting space. have it on the north side every 3rd year. need collated agm package. work on annual report earlier. | ** '''Unassigned/Anna''' to make record of what to do for next AGM: Things to pack: extension cord. coffee/supplies. something to project onto. clipboards, multiple computers, qr codes, paper/pen all for sign in. plates/napkins; Set-up could have gone more smoothly. tasks were not delegated to specific people. could have been more cohesive in our execution of work. getting people through the door was difficult. renewing memberships online slowed everything down. on paper might have been quicker; is it possible to set up a QR code for people to scan? could just be better with more computers/actual computers, not ipads. pens and paper would be the easiest way to scale up the operation. look at a way to not have the sign-in table outside the meeting space. have it on the north side every 3rd year. need collated agm package. work on annual report earlier. | ||
* Arising from November 2-3 retreat | * Arising from November 2-3 retreat | ||
** '''Unassigned''' to create a summary of the November 2-3, 2013 board retreat for missing board members. | ** '''Unassigned''' to create a summary of the November 2-3, 2013 board retreat for missing board members. '''Not necessary.''' | ||
** '''Unassigned''' to invite Chris Chan, Coreen, and Justin to review the board's SWOT analysis in the [https://docs.google.com/a/edmontonbikes.ca/document/d/1RUUDzcemfgDYY8jC_Qdet8Chux0zcz9W4eag7PuwsHo/edit Notes from Retreat] file, and provide additional points. | ** '''Unassigned''' to invite Chris Chan, Coreen, and Justin to review the board's SWOT analysis in the [https://docs.google.com/a/edmontonbikes.ca/document/d/1RUUDzcemfgDYY8jC_Qdet8Chux0zcz9W4eag7PuwsHo/edit Notes from Retreat] file, and provide additional points. | ||
** ''' | ** '''Anna''' to check that we have submitted our 2013 revisions to our bylaws to Corporate Registries. Ask Neil and Chris Chan if this has been done. '''Not submitted, Anna to complete''' | ||
=== BikeWorks South Lease (10 min) === | |||
* Chris Chan and Coreen to report on the status of the lease. | |||
* Discussion notes: Coreen: Need professional advice, based on the length and language used in the lease. Doug: I know a lawyer in Ontario I can contact. Neil: We might want to just pay for legal advice, if asking for free advice is going to hold up the signing of the lease for a week. Leila: How much would we allocate? Neil: Would find it hard to believe we might pay more than $1000 for this legal advice. Leila: This also begs the question of fiduciary responsibility since we have a lawyer who is currently on the board, though not in communication with us. Neil: it isn't quite as simple as being able to provide legal advice as a lawyer because you aren't covered by your practice insurance. Anna: A realtor friend has told me that it is a triple-net lease, which is fairly standard for commercial leases. For that location for the price he is asking, he advised that we should be taking it no matter what the lease says. Meghan: That is good to know because it is hard to tell based on our knowledge of the lease. Kristen: Law is provincial, if not municipal, so we should enlist the help of someone local. Chris Chan: There is no formal legislation that underlies commercial leases, basically just a contract between two private entities. Neil: Probably room to negotiate some of the clauses, this is why I want to garner legal advice, to determine what clauses are reasonable to negotiate. | |||
* Action Item: '''Anna''' will pursue legal advice on the content of the lease. | |||
* Action Item: '''Leila''' will send an email to Anna, Doug, Chris Corrigan, Chris Chan, and Coreen to discuss location items at the committee level. | |||
<span style="background: yellow;">Motion:</span> To allocate up to $1,500 to seek professional legal advice on the content of the lease. Motioned by Neil. Seconded by Leila. '''Motion Carried.''' | |||
=== Bookkeepper Job Posting (5 min) === | === Bookkeepper Job Posting (5 min) === | ||
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* Need to determine the committee and process for reviewing applications and hiring. What is our timeline? | * Need to determine the committee and process for reviewing applications and hiring. What is our timeline? | ||
* Discussion notes: | * Discussion notes: | ||
** | ** Caylie: Only two applications so far. Need to ensure that we have a committee for hiring in place for the placement closing on December 1st. Sarah: HR committee will work with the Treasurer on the hiring process. Will have a recommendation by next board meeting. | ||
* Action Items: '''Sarah, Leila, Megahn, Caylie''' will interview applicants and have recommendation by Dec board meeting. | |||
* Action Items: ''' | |||
=== Board Orientation and Retreat Evaluation ( | === Board Orientation and Retreat Evaluation (5 min)=== | ||
* [https://docs.google.com/a/edmontonbikes.ca/spreadsheet/ccc?key=0AkwWWHPTzO0vdDVIdkFoUk9sMEpPZDExanpjaXZ4OFE&usp=drive_web#gid=4 Retreat Evaluation Summary] | * [https://docs.google.com/a/edmontonbikes.ca/spreadsheet/ccc?key=0AkwWWHPTzO0vdDVIdkFoUk9sMEpPZDExanpjaXZ4OFE&usp=drive_web#gid=4 Retreat Evaluation Summary] | ||
* Please add notes, presentations to the [https://drive.google.com/a/edmontonbikes.ca/?tab=mo#folders/0B0wWWHPTzO0vaGw4LWw2a3R1S2c Retreat folder] on Google Drive so we can grow our knowledge base with each retreat :) | * Please add notes, presentations to the [https://drive.google.com/a/edmontonbikes.ca/?tab=mo#folders/0B0wWWHPTzO0vaGw4LWw2a3R1S2c Retreat folder] on Google Drive so we can grow our knowledge base with each retreat :) | ||
* Review and assign [https://docs.google.com/a/edmontonbikes.ca/document/d/19MWojVfBxPKk4kDBL0b_W2e3GQOJMMH7i1T6-l0e1zc/edit Bike Rack tasks] | * Review and assign [https://docs.google.com/a/edmontonbikes.ca/document/d/19MWojVfBxPKk4kDBL0b_W2e3GQOJMMH7i1T6-l0e1zc/edit Bike Rack tasks] | ||
* Discussion notes: | * Discussion notes: Anna: Received some harsh critiques. Thoughtful feedback would be appreciated. If you are critical of the organization please step up to help with further retreats. Caylie: We will leave the Bike Rack items because we have a full agenda. | ||
=== Board Development Program workshop (3 min)=== | === Board Development Program workshop (3 min)=== | ||
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* Location: TBA (any suggestions for rooms on campus? Last time was Telus rm 134... | * Location: TBA (any suggestions for rooms on campus? Last time was Telus rm 134... | ||
* Each board member and staff is to complete the [https://drive.google.com/a/edmontonbikes.ca/?tab=mo#folders/0B0wWWHPTzO0vaWpkUHZDWVlpenc Needs Assessment form] emailed to each of us from Kandis Bright on Oct 22. Please return directly to Kandis by '''this Friday Nov 15.''' | * Each board member and staff is to complete the [https://drive.google.com/a/edmontonbikes.ca/?tab=mo#folders/0B0wWWHPTzO0vaWpkUHZDWVlpenc Needs Assessment form] emailed to each of us from Kandis Bright on Oct 22. Please return directly to Kandis by '''this Friday Nov 15.''' | ||
* Discussion notes: | * Discussion notes: Anna: We all must submit the reflection paper to Kandis by Friday. Caylie: Remember to put in your calendars the above dates. Anna: Location is TBA. Last time it was in a room in Telus. What do people feel more comfortable with for strategic planning. General agreement toward a classroom type room. | ||
* Action Items: '''Everyone''' will complete the Needs Assessment form by Nov 15. | * Action Items: '''Everyone''' will complete the Needs Assessment form by Nov 15. | ||
=== Orphan Policies (15 min)=== | === Orphan Policies (15 min)=== | ||
* '''Tabled for future meetings.''' Policies will go to Policy Committee before being brought to the board. | |||
* We have several "draft" policies that have yet to be approved: | * We have several "draft" policies that have yet to be approved: | ||
** [[Cycling Event Promotion Policy]] | ** [[Cycling Event Promotion Policy]] | ||
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**fixed assets: "EBC will conduct an annual inventory of fixed assets and maintain a central list of fixed assets which includes date of purchase, registration numbers, warranty information, original cost, and estimated life." - Where is this list kept? Is it publicly available? | **fixed assets: "EBC will conduct an annual inventory of fixed assets and maintain a central list of fixed assets which includes date of purchase, registration numbers, warranty information, original cost, and estimated life." - Where is this list kept? Is it publicly available? | ||
**credit card: I like that the policy states that we can get a credit card in a particular staff/director's name. Is this something we should look into more when we are talking about moving to Servus and changing signing authority? Or do we already have one? My main interests in doing it are for purchases related to new BWS space, and turnaround time for out-of-pocket expenses. | **credit card: I like that the policy states that we can get a credit card in a particular staff/director's name. Is this something we should look into more when we are talking about moving to Servus and changing signing authority? Or do we already have one? My main interests in doing it are for purchases related to new BWS space, and turnaround time for out-of-pocket expenses. | ||
*Leila's notes via e-mail: | * Leila's notes via e-mail: does anything need to be added regarding a possible mortgage? | ||
===Banking (20 min)=== | ===Banking (20 min)=== | ||
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* Getting an EBC credit card? | * Getting an EBC credit card? | ||
** In whose name(s)? | ** In whose name(s)? | ||
* Discussion notes: | * Discussion notes: Caylie: Will getting a credit card require having financial management policy? General agreement that this is not necessary. Who has signing authority? Leila: Generally speaking it is the Executive Committee. Neil: We initially wanted to just close our old accounts and open new ones with new signing authority, but it looks like this will not be possible, since the money in RBC matures at specific intervals. Discussion around procedure around deposits of cash from BikeWorks. General desire to develop process and procedure for deposits. | ||
** | * Action Item: '''Executive Committee''' will change signing authority on existing accounts by December 1st. | ||
* Action Item: '''Executive Committee''' will pursue a credit card for EBC by December 1st. | |||
<span style="background: yellow;">Motion:</span> To open two new accounts with Servus Credit Union, one for general and one for casino revenue, for the purposes of closing our accounts with TD and RBC. Motioned by Neil. Seconded by Meghan. '''Motion Carried.''' | |||
<span style="background: yellow;">Motion:</span> To replace the signing authorities of outgoing Executive Committee, consisting of Paul Govenlock, Micah Cooper, Adam Burgess and Leila Sidi, with the incoming Executive Committee, consisting of Leila Sidi, Anna Vesala, Sarah Harold, and Meghan Thiessen for Edmonton Bicycle Commuters' Society bank accounts with TD Bank and RBC Royal Bank. Motioned by Neil Carey. Seconded by Leila Sidi. '''Motion Carried.''' | |||
<span style="background: yellow;">Motion:</span> To acquire an organizational credit card for Edmonton Bicycle Commuters' Society, in the name of the Executive Director, with Servus Credit Union. Receipts to be collected and submitted to the Treasurer on a monthly basis. Motioned by Leila. Seconded by Sarah. '''Motion Carried.''' | |||
===Board Time Commitment (20 min)=== | ===Board Time Commitment (20 min)=== | ||
* Caylie: Arising from retreat feedback, the shift to an emphasis on committee work, the BW Manager's report, and the BWS move, should we increase our board commitment in the job description? | * Caylie: Arising from retreat feedback, the shift to an emphasis on committee work, the BW Manager's report, and the BWS move, should we increase our board commitment in the job description? | ||
* | * From Board Job Descriptions: Time Commitment | ||
**An estimate of the minimum monthly time commitment which Board members undertake: | |||
***Attend a monthly board meeting: 3 hours. | |||
***Review and respond to governance related emails: 4 hours. | |||
***Chairing a committee, or alternate governance/management tasks: 3 hours. | |||
**In addition to a monthly commitment, Board members are expected to attend two annual events: | |||
***The board retreat (approximately 8 hours) to bring new board members up to speed, and set the direction for the year. | |||
***The Annual General Meeting (approximately 3 hours). | |||
***Board members taking on executive roles may need additional time to complete the duties associated with those positions. Note that operational work is not expected of Board members, but may be undertaken in addition to the duties listed above. | |||
* Can the board commit specific hours to helping out with the BWS move? | * Can the board commit specific hours to helping out with the BWS move? | ||
* Is it worthwhile to consider "office hours" for board members, to take place at one of the shops? | * Is it worthwhile to consider "office hours" for board members, to take place at one of the shops? | ||