Board Minutes August 2015
These minutes were approved at the Sept 2015 board meeting.
- 1 EBC Board Meeting Minutes for August 19, 2015
- 2 Attendance
- 3 Call to Order
- 4 Logistics for Next Meeting
- 5 Approval of Agenda, Minutes, Reports (5 min)
- 6 Current & Completed Business
- 7 New Business
- 8 In Camera Session
- 9 Adjournment
EBC Board Meeting Minutes for August 19, 2015
Board meetings are open to the EBC members and the public.
- Location: rm 213 Education South building, U of A
- Start Time: 6:30pm
Please RSVP to [[email protected]] if you plan on attending. Please include a brief summary of any agenda item you would like to table. Thank you!
- Meeting Chair: Nancy
- Minute-taker: Anna
- Food by: Adrian
- Board attendance: Nancy, Geoff, Adrian, Alex, Anna, Jon, Dan (by phone)
- Staff attendance: Chris Ch, Coreen (715ish)
- Regrets: Rachel, Alexey
- Absent: Chris Co
- Guests: Neil
Call to Order
- Meeting called to order by Nancy at 6:43 pm.
Logistics for Next Meeting
- Date: Wed Sept 16, 2015
- Location: Room 13 Ed S
- Chair: Adrian
- Minute-taker: Anna
- Food by: Dan
Approval of Agenda, Minutes, Reports (5 min)
- Motion: To approve this August agenda, the July 2015 minutes, and reports as presented below. Moved by JOn. Seconded by Anna. Motion Carried.
President's Report - Jon
- [President's Report (Month) (Year)]
Treasurer's Report - Neil
- Financial Report June & July 2015 - submitted by Neil Aug 17
- Neil will be attending and presenting his report in person.
- Will discuss upcoming budget
Executive Director's Report - Chris Chan
- ED Report June 2015 - submitted by Chris July 10 (not approved at July meeting)
- ED Report for July 2015 - submitted by Chris August 7
H.R. Committee Report - Nancy
- Neil has given notice, so we will be looking for a new bookkeeper. New program coordinator position has been posted. Les will take on additional volunteer coordination duties.
Policy Committee Report - Dan
- [Policy Committee Report (Month) (Year)]
Strategic Planning Committee Report - Alexey
- [Strategic Planning Committee Report (Month) (Year)]
Current & Completed Business
Updates on Action Items From Previous Meeting (5 min)
- Everyone log your 2015 board volunteer hours for the past month.
- Everyone sign reports that you have reviewed each month.
- Committee Chairpersons to post all committee meetings to EBC calendar - public ones go on "EBC Events", other committee meetings go on "EBC Internal" calendar.
- May 2015: Geoff, Nancy will draw up an Executive Director performance plan by June 30 2015.
- May 2015: Dan, Anna, Rachel will review existing TOR and draft new TOR and Policies to clarify responsibilities and accountabilities for committees and board members by September 30 2015.
- May 2015: Jon, Neil will conduct a complete EBC Budget Review by September 30. The review should be conducted after EBC Charitable Status and BWN lease issues have been addressed.
- Jul 2015: Jon, Nancy, Anna, Chris Chan will meet to get an orientation and see if Asana can be used for board tasks/to do list too.
- Jul 2015: Jon will connect with Janine and the bank to get clarity on accounts. Chris Ch will follow up with where YCR2 cheques are begin deposited.
- Jul 2015: Anna will investigate north side venues within the AGM budget line. Will update by August meeting.
- Jul 2015: Anna will send form to staff and Chris Co to sign.
- doc linked in June minutes and in google drive
- Jul 2015: Anna will contact Neil to ask for $500 and any remaining ABBCC funds to ABBCC asap.
- Jul 2015: Anna will update Neil with new budget info.
- Jul 2015: Anna will add to Aug agenda. Must appoint someone (board or chris)
- Apr 2015: Anna will create new website application for 2015 board. Board will share with contacts and review applications prior to board meetings; applicants will be invited to meetings to be guest or interview.
- Jun 2015: Jon to meet with Michael (urban planning intern) to discuss 95 ave bike lane data analysis.
- Jul 2015: Nancy will email board members to call for a casino coordinator/lead.
- Jul 2015: Adrian will email/call landlord to get electronic copy of draft lease and circulate for email vote before Aug board meeting (asap).
- Jul 2015: Anna will complete AHRC reply with Matt B by July 29
Strategic Plan Updates (5 min)
- Action Items: Nancy will update this doc with current completed things and in progress things by Sept meeting.
BWN Lease (10 min) Adrian
- Draft lease for Sept 1 to Aug 31, 2018 (3 year term)
- see previous lease for reference
- Adrian did a walk-around with landlord. Spoke about signage and where it could go. Black awning is a good location that is approved by landlord. Jon: electronic sign might need different approval than just awning signage.
- Adrian received request from Coreen to play garbage bin in alley. Jon: Must tell landlord of our intentions to do this before moving forward.
- Adrian: Chris Ch would like a trailer for our metal disposal. Also need approval from landlord.
- Discussion notes:
- Jon: base rent remains unchanged from previous lease. Variable rent has changed (incr by $168/mo). This incl property tax, snow removal, etc. Neil: This is due to property taxes, which almost doubled this year. Jon: Read in earlier lease convos that BW could apply for property tax exemption. Neil: This may change if we become a charity. There are 2 categories for exemptions: building would have to be owned by a NFP. So we would not likely succeed in getting a property tax exemption.
- Motion: To approve the terms of the lease as shown. Moved by Adrian, seconded by Jon. Motion Carried.
- Action Items: Jon and Nancy will sign and return copy to landlord by Sept 1.
Financial Mgmt Policy (10 min) Dan, Jon
- Financial Management Policy - draft submitted by Dan May 2015
- Discussion notes:
- Dan: will update this for Sept meeting for board approval.
AGM Organizing (10 min) Anna
- Sunday October 4, 2015 @ _____
- Parkdale/Chromdale Community Hall, 11335-85 Street (max 100?)
- Kaffa Cafe, 9223 111 Ave
- [http://www.edmonton.ca/activities_parks_recreation/commonwealth-rentals-bookings.aspx Commonwealth Rec Centre (Green & Gold Room max 80 = $77/hr)
- [http://www.milezerodance.com/ Mile Zero Dance, 10816-95 st (Studio rental max? $?)
- AGM reports should be out 21 days in advance (Sunday Sept 13) for circulation to members. This will require internal board approval prior to Sept 13, which is before out Sept 16 board meeting.
- Annual Report:
- See example of past Annual Reports: http://edmontonbikes.ca/w/Annual_Reports
- President's Report (all governance overview)
- ED's Report (all operations overview)
- Financial Report
- Proposed 2015-6 Budget
- Annual Report:
- Jon: I can have the Prez report done for Sept board meeting for approval.
- Neil: My reports are technically due 15th so I can probably be done for 16th meeting for board approval.
- Jon: I think the thing that members look for are the trends. What are the trends in our revenue, spending, etc.
- Neil: Volunteers who spend a lot of time at shop do like to see where all the money coming in is going.
- Chris Ch: Do grant agents ever look at Annual Report for reporting purposes? Neil: Most companies only report 3 lines. Our monthly financial docs are available.
- Chris Ch: I've started on AR so I can get it done for Sept board meeting. Nancy: If board has feedback on draft then we could incorporate in.
Director Assignments (5 min) Anna TABLED to OCTOBER
- Suggested by Nathan/Spoke at June meeting. Tabled in July.
- "Nancy: Clarifying - what type of board capacity are you recommending? Nathan: board member who has spoke as portfolio. Marianne: Having a name assigned shows board commitment for the program."
- Should we have a Director assigned to each Program? BikeWorks South, BikeWorks North, YCR2, Spoke, WTGNB, Rentals, etc?
Budget 2015-6 (30 min) Neil
- Review of Budget 2014-5
- Draft 2015-6 Budget
- Discuss priorities for 2015-6
- Currently forecasting about $15k this year. First loss in last 3 years. There is space for our org to move but what is our plan for plugging this hole?
- Neil: I have put together what I consider to be a 'stay the course' budget. Estimating each shop grows 6%. Employ similar staff to this year (FT ED, 35 BW, 30 Prog Coord, 20 Outreach, 20 BB.
- YCR2 has huge grant funding. Dont see them needing support from EBC budget. I used the same budget as last year ($2k) for them.
- Spoke. Last year we paid honorarium for coordinator. $1800 for supplies and food.
- Discussion notes:
- Anna: Previously, we had 4 tabs on the budget - Overhead costs, BWS budget, BWN budget, and Total. Could separate out two more tabs - YCR2 budget and Spoke budget? This would allow us to give YCR2 and Spoke their annual budget that is distinct and precise. If they can track their own revenue & expenses and confirm with our monthly financial reports, I think they will have better understanding of their financial capacities.
- Neil: I can tell them how much they have spent. I cant tell them how much they ..... YCR2 has their own partner funding that we dont know about so I dont know a lot about their info.
- Jon: one concern YCR2 has is that they cant control their expenses. Would like them to have their own account so they have signing authority to do this within their budget or their own account.
- Neil: My issue is communication. If i'm not finding out now that they're spending $ when they spend it, if they have no need to contact me to spend it, how do I find out when the cheque gets cashed what has happened. Sometimes with the main EBC acct this happens and I dont know about them until they are cashed.
- Chris CH: YCR2 has a volunteer bookkeeper that is willing to do their finances. If we give them the agency to do the finances and to submit a report... Neil: if they report to me by the 5th or 10th each month then I can integrate it. WIth the scale that they are operating they would do well as their own organization. It is important not to get their $ mixed up in our general account. This ties in to how EBC gets funded too. THe shops bring in $ and pay for themselves, Coreen's wage, Keith's wage, etc. If we bring in other orgs, how do they support our overhead costs? They bring in $ to support their programs but beyond the program what are they contributing to EBC's overhead (staffing, space, etc.) YOu could set it up as a management fee that YCR2 pays each month. What resources are they using, how much does this cost EBC, and a bit of overhead.
- Nancy: If they are managing their own finances, but arent subject to the same board oversight as the rest of the organization, they should be subject to the same rules. They are part of our organization. It seems like we're giving them the best part of it ($, freedom of decision making).
- Neil: THis is similar to what happened with ABBCC. They wanted the $ they brought in but they were part of EBC (being housed by EBC).
- Jon: If they manage their own budget, we could ask in return some sort of mamagement fee and a report with direction on where they are going.
- Geoff: When YCR2 presented to us last month, they seemed to be looking for integration with EBC. Jon: I"m only speaking about financial. Operationally would all continue to be integrated but that EBC would be compensated for the soft costs of keeping the org running. There is a lot of value in having a fully functioning board and org to help them go. But financially, they need ability to plan out how they are going to run their program, how to manage their funds, etc. Neil: They have other bank accounts with other organizations (eg. Rotary). Jon: Rotary funding was a condition because $ had to be held by charity so EBC could not do that.
- Chris Ch: Instead of management fee, could we incorporate fees into their project for overhead? Neil: Yes, if they want to be more integrated and be seen more like a department of EBC (more like BW) which is a distinction in the software that I use to track costs and revenues. This would be easier to assign a department a budget.
- Anna: should we bring this option of integration to YCR2 to decide?
- Coreen: When we have a Program Coordinator for YCR2 and Spoke, this will bridge the communication much better to EBC.
- Bikeology donation? Adrian: I was on their board last year and didnt receive arts council grant for this year. Neil: BUdget should be what we expect to spend, so if we are not expecting to spend it we should leave it out. If it comes up, then we can make a decision at that time to alter the budget.
- Nancy: Is there opportunity for other organizations that we may want seed funding to support them? IF we put $1k in the budget, let other orgs know we have $ available, then we can allocate it to them as it comes up. Anna: I like the idea of $1k that we could give out as $250 to 4 initiatives/events or $1k to a big one. Chris Ch: How would this affect charitable status? Jon: We could not support other organizations if we were a charity. Anna: Could support other "events"? Chris: Should we just add this $ to the Events line?
- Geoff: Bike Builder position (BB)? Chris Ch: CUrrently not paying for itself. If we want it and need to boost it with other revenue, that is a decision to be made.
- Jon: Are there intangible benefits? Coreen: Yes! This position frees me up a lot, help to manage the shop, teach volunteer, teach classes/workshops, has been some of the most important support I have been getting! Everytime BB is doing something that is not building bikes, it is literally covering other things that BW needs to have done. Alex: Should consider calling it something else other than BB if this is not the full nature of the position. Chris Ch: Need to have a conversation about what staffing needs are. Jon: Current budget is $7k to BB position. What is revenue from BB? Chris: I only have data for first 2 months which was less than what we were getting in bike sales when you factor in wages and hours spent on building bikes. There are a lot of estimations so income didnt increase by emplying bike builder.
- Jon: Did bikes fetch higher price than they would have if volunteer have repaired? Chris: My estimation is that BB does add much more value to bikes. Jon: Can we express that in terms of how much we pay the BB?
- Geoff: I think we should leave a line in budget for this position. As a shop volunteer, I experienced the benefits of the help around the shops that BB contributed to and could specifically do that help the overall shop. Neil: I put this in as 4 mo position (Apr-Aug). Is this in line with what board wants? Geoff: Seasonal.
- Adrian: Current BB is a valuable member of EBC! BWS now has more stock, higher quality stock, and more organized. THere are intangible benefits to Keith's role which may not be available if we hired someone else for the same position.
- Chris Ch: A lot of the things are tangible. We did not discuss hiring someone else to do all these other things. To convert the BB position into something else requires a thoughtful conversation. Are these the roles that we want someone to do?
- CHris: Starting date of April? Coreen: Spring sale event has been a huge event in the past both in sales and community excitement. CHris: Based on data I do have, I would be comfortable keeping this in budget as is. Chris: Would like to start BB in Feb to get bikes ready for April. Coreen: If strictly as BB position, not necessary to retain over winter, could start in Feb. But BW could do with more staff hours though. Go to end of August for Sept back-to-school rush.
- Neil: Another possiblity may be the provincial STEP grant for funding.
- Neil: Bookkeeper position. Currently in budget but assumption is it will be someone "in house." Someone external/professional would cost probably double. Finding someone who does this a lot for a few other NFP would be best option. Coreen: Would this work load increase if we go to a charity? Neil: Could be a number of months for CRA to review and approve application, so more likely for 2017. But yes, it would be more admin and paperwork!
- Chris: What were quotes from other applicants and did they do AGCL reporting? Anna: Dont remember. I can look into it.
- Chris Ch: We are not planning on new position to be accounting-related.
- Jon: Double the current line in budget and add $1k.
- Jon: We can afford to run a deficit budget this year. Neil: Needs to be a plan for how its not going to be a permanent deficit. Jon: Plan is that we have decided to move to become a charity. We dont know what that means in terms of additional revenue, but we will know what happens in the first year (likely 2017). Then we will be able to know how and by how much we can get out of deficit. Nancy: We need the capacity to be able to work toward charitable status. Cutting back on any staffing at this point that would help us move forward is not an option to me. Coreen: Who is going to be writing these additional grants when we are a charity, etc.
- Chris Ch: With $300k budget, this is about a 3-4 month reserve. Neil: If all other revenue got cut off other than our casino, so net of our casino we are at $260k which is 4-5 months if no other revenue alone. Chris: Program Coordinator will go up to 40 in Oct (20 of that would come from YCR2 separate acct). Outreach will go to 30 hrs in Oct and begin benefits.
- Geoff: Should we increase shop fees? They are ridiculously low! Alex: How much is your income? Chris: Coreen and I have been discussing ways to get people to donate. Dont want to impact shop fees for people for whom $2/hr is a consideration. Could do $2/hr or $3/hr pay-it-forward rate, where the pay-it-forward rate would go toward those who do not have the means to pay.
- Nancy: How long has it been $2/hr? Coreen: 4-5 years? I think it was higher before for non-members and free for members. We do currently get quite a few donations. Nancy: Many people pay by card. Can we add donation option on machine? Coreen: There is a tip option currently but tip is perceived differently than donate. There is not an option to add donation.
- Coreen: we have talked about a lot of options, but is a balance between keeping it accessible to those who need it without stigmatizing their situation.
- Jon: BWN has many instances where patrons are literally pulling coins from their pocket before they begin and cant make the fee. Without burdening volunteers to ask at end of service to say "If you appreciate this service, we would appreciate your donation." We could have a sign that says "Lowest shop fees in North America! Donate if you appreciate this!"
- Alex: Would like to find a way to solicit people who are able to donate more.
- Nancy: Like the idea of a 'pay it forward' rate. Could be a sign. Coreen: "Would you like to donate to the Accessibility Fund"? Chris: Phrasing it as something that you can buy vs something that you can donate.
- Alex: Need one of those coin machines that swirl your donated coin around... Chris: We have the cat! Coreen: Need the cat in a more prominent spot!
- Nancy: Could do a VIP access to shop for a fee? Coreen: Considered something like this for alternate WTGNB day but pitched to volunteers and they turned it down so it stopped there. Alex: Having diff hierarchies of shop use is a slippery slope...
- Jon: We provide a service for people who cannot bring their bike anywhere else. Thats why we have the rates we do and if we can get donations from people who can afford it, great. But strata of members based on $ is not our goal.
- Coreen: Our higher end bikes have increased in cost, and the patrons who buy those bikes still see that they're getting a great deal. Leveraging the high end stuff is really important to our bottom line, because it gets the funding from those who can afford it.
- Action Items: Anna will share HR folder of past bookkeeper. Neil will make changes that we discussed and send us update to pass at Sept meeting.
Program Coordinator (10 min) Chris Ch
- View ED Aug report section on Program Coordinator positions
- Moving 10 hrs from
- New position will be 40 hrs/wk
- Nancy: 30 hrs for YCR2? Seems like a lot year round. Chris: We're still paying the same amount for the role because 20 hrs from YCR2 funds. This will go toward more foundational things that we havent gotten to yet.
- Chris: Posted on ECVO website, EBC website, another free website. Posted Aug 5. No applications received at this time. Will put in Sept newsletter. Hoping to have it filled by mid-Sept because big YCR2 return date is in mid Oct.
- Action Items: Anna will send Chris previous bookkeeper posting.
Vacant Board Positions / Board Intentions (15 min) Nancy
- We have several vacant board positions so recruitment of new board members should get started soon.
- Share the board member application webpage with friends! http://edmontonbikes.ca/about/board/candidates-2015/
- Share the facebook post with friends! https://www.facebook.com/EdmontonBicycleCommuters/posts/10153515596044501
- It would also be good to know where everyone currently stands on their existing positions and know what everyone's intentions are to continue.
- Board term length - currently at 4 years max. Thoughts around this?
- Relevant bylaws:
- 6. Election of the Board of Directors
- e. Following their election, Board-members elect will assume their position on December 1.
- f. The elected members of the board shall normally hold office for two years, or until their successors have been elected. Should the board not be defined after the first ballot, a runoff election will be held.
- g. No board member who has served four years or more consecutively shall be eligible for re-election.
- Relevant bylaws:
- Discussion notes:
- Chris: Suspect Alexey will not be able to continue into 2nd year of term.
- Alex: I will be resigning at AGM.
- Dan: Continuing!
- Chris: Who was appointed in 2014? Geoff, Nancy, Adrian, Alexey, Dan. These folks need to be officially voted in by members.
- Jon: Term is currently max 4 years. Is this necessary? Dan: My experience is that usually people burn out before they are at 4 years and the limit is not a concern. Anna: Helpful with the Executive positions (Pres, VP, Sec, Tres) but I would be ok with having no term max for other board members.
- Nancy: I think this would be a nice option for board members with limit only applying for 4 Executive positions.
- Anna: Would need to put this bylaw amendment forward to members in Special Resolution before Sept 13 (before next board meeting).
- Jon: For example if I am Pres for 4 years, I end my term as Pres, no one is at next AGM for pres, I put my name forward, get voted in. Is that ok? Or I put my name forward to be Treasurer and am uncontested.
- Chris: Exec positions are appointed by board. Would have to note in bylaws that Board members cannot appoint an Executive member for more than 4 years. Technically there is room in the current bylaws to take 1 year off and return.
- Motion: To put forward bylaw amendment that would remove term limit for election to the board and add limit for appointment to board Executive positions for max 4 consecutive years. Moved by Geoff, seconded by Jon. Motion Carried.
- Action Items: Nancy, Anna will work on wording for bylaw amendment.
Charitable Application (5 min) Jon
- As Pres and Tres, I will look into next steps to apply. Let's get this moving fowrad!
ABBCC (5 min) Adrian
- Am no longer able to attend ABBCC as I have another commitment.
- Nancy: I was planning to attend but need to confirm my availability. Good chance I'll probably go.
- Geoff: Also interested in attending.
In Camera Session
- Motion: To go in camera. Moved by Geoff, seconded by Jon. Motion Carried.
- Please list how long you believe your topic will take to discuss:
- Anna (35 min) - Budget FY2016 decisions
- Motion: To close the in camera discussion. Moved by Geoff, seconded by Jon. Motion Carried.
- Motion: To adjourn the meeting at 10:20pm. Moved by Geoff, seconded by Dan. Motion Carried.