Board Minutes December 2013

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These minutes were approved at the January 2014 board meeting.

EBC Board Meeting Minutes for December 18, 2013

Board meetings are open to the EBC members and the public.

  • Location: room 262, Education South, University of Alberta main campus
  • Start Time: 6:30pm

Please RSVP to [board@edmontonbikes.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: Meghan
  • Minute-taker: Sarah (til 7), Anna
  • Food by: Kristen
  • Board attendance: Douglas, Leila, Meghan, Steve, Kristen, Caylie, Chris Co, Sarah, Anna (7pm).
  • Staff attendance: Chris, Coreen.
  • Regrets: Bernadette, Justin
  • Absent: n/a
  • Guests: Alexey (left at 8pm), Matthew, Heather (left at 8pm), Derek (left at 8pm), Karly (left at 7pm)

Call to Order

  • Meeting called to order by Meghan at 6:34 pm.

Approval of Agenda

  • Motion: To approve agenda. Motioned by Sarah. Seconded by Steve. Motion Carried.

Approval of Last Month's Minutes

  • Motion: To approve October 2013 minutes. Motioned by Kristen. Seconded by Steve. Motion Carried.
  • Motion: To approve November 2013 minutes. Motioned by Doug. Seconded by Sarah. Motion Carried.

Logistics for Next Meeting

  • Date: Wednesday January 15, 2014
  • Location: room 262, Education South, U of A
  • Chair: Caylie
  • Minute-taker: Anna
  • Food by: Justin
  • CHAN: Anna, would you be willing to update the Public calendar with room info and agenda links, please? Anna: Yep.

Reminder: Board Development Workshop

  • Date: Friday January 31 @ 7pm - 10pm and Saturday February 1 @ 9am - 4pm
  • Location: room 262, Education South, U of A
  • Food: sat potluck or catering? need to decide budget.

Reports

President's Report (5 min)

Motion: To approve the December 2013 President's report as presented. Motioned by Caylie. Seconded by Sarah. Motion Carried.

Treasurer's Report (10 min)

Motion: To approve the September 2013, October 2013 and November 2013 Treasurer's reports as presented. Motioned by Caylie. Seconded by Leila. Motion Carried.

Executive Director's Report (5 min)

  • ED October-November 2013 Report (submitted Nov 18 during board meeting)
  • [ED November 2013 Report] (covering Nov 18-30 or all of November)
  • ED December 2013 Report and associated email/intro (covering Nov 18 - Dec 12, submitted after the Dec 5 deadline (i.e. Dec 13) therefore will not be reviewed until Jan meeting)
  • Discussion notes:
    • Meg- please make your hours more specific. Chris- not clear what is being asked. Meg- what you logged didnt seem to be same as what was reported. Chris-they're pretty close. Log of hours is in Drive "ED Project Time Sheet." Doug- could you add a link in your report to hours log? Kristen-if report is capturing majority of hours i'm ok with it. Steve- agreed.

Motion: To approve the October/mid Nov 2013 ED reports as presented. Motioned by Anna. Seconded by Doug. Motion Carried.

BikeWorks Report (0 min)

  • BikeWorks November 2013 Report (covering Nov 18-30 or all of November)
  • no report submitted
  • Discussion notes:
    • Coreen apologizes for not getting a report in this month. Pressure from the new shop has been taking the majority of her time. This is a time sensitive issue.
    • Steve: what do you need to get done? Coreen: finish painting by friday, pull up the carpet and scrape the glue this weekend. NAA is not in a rush to kick us out. But would like to keep Jan 1st deadline to stay on track with the budget.
    • Leila: thanks Coreen and asks about budget. Coreen: budget depends on priorities. # from Chris is about $26,000. Chan: may go 30-50% over budget. Want to do it right the first time. Budget does not take into account Coreen's time. May need to consider hiring someone.

Policy Committee Update (5 min)

  • Kristen: will submit reports prior to meetings. First priority is the policy making policy will be reviewed by Jan or Feb meeting. Then financial policy.

Strategic Planning Committee Update (5 min)

  • Caylie: discussing what the survey is about, who should be included, what is purpose. Looking to get more board members involved in new year.

Current & Completed Business

Updates on Action Items From Previous Meeting (5 min)

  • Everyone log your board volunteer hours for the past month.
  • May 2013?: Sarah to schedule meeting with Anna, Chris Corrigan, Caylie after AGM to review Charitable Status draft submission.
    • Sarah has spoken with Strategic Planning Committee about Charitable Status barriers and needs. Collaborative Google Doc to follow.
    • Sarah will put together a collaborative google doc.
    • Doug-notable that we have not decided that we, as a board, decided to be a charity. Chris Chan-previous boards have decided and a few programs that we run currently are limited by lack of charitable status.
  • Oct 2013: Anna to make record of what to do for next AGM.
  • Nov 2013: Chris Chan, Coreen, and Justin to review the board's S.W.O.T. analysis in the Notes from Retreat file, and provide additional points.
    • Chris added comments to the Google Doc. Board to reply to comments. Coreen will review after BWS renos!
  • Nov 2013: Policy Committee (Kristen et al.) to review Cycling Event Promotion Policy and Financial Management Policy before bringing these policies to the board.
    • In progress. Remove from Action list as it will be reported on during Policy Committee updates/reports.
  • Nov 2013: The Executive Committee (Leila, Sarah, Anna, and Meghan) will pursue a credit card for EBC by December 1st, in the name of the Executive Director, with Servus Credit Union. Receipts to be collected and submitted to the Treasurer on a monthly basis.
    • In progress... half completed.
  • Nov 2013: Caylie to start a conversation over email to create an ad-hoc committee to talk about board time commitment.
    • Drop. Not enough interest.
  • Nov 2013: Steve to coordinate some days to go to the shop to help with move-out tasks.
    • Incomplete. Will schedule another poll for the Dec holidays.
  • Nov 2013: Chris Chan, Sarah, Coreen to submit proposals to the board for staff/board development for the Winter Cycling Congress.
    • In progress...


COMPLETED:

  • Oct 2013: Kristen will draft a bylaw revision for the board election membership issue for 2014 AGM. COMPLETE
  • Nov 2013: All board members will complete the Needs Assessment form by Nov 15. COMPLETED.
  • Nov 2013: Kristen and Leila/Meghan to upload PowerPoint presentations from November 2-3 Retreat to Google Drive and provide links to these documents in Notes from Retreat file. COMPLETED
  • Nov 2013: 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. COMPLETED.
    • Anna submitted Annual Return to Corporate Registries, which includes our updated board of directors, our financial statements from 2013, our 2013 AGM minutes, bylaw changes (special resolution at AGM).
  • Nov 2013: Leila will make the appropriate amendments to the HR 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). COMPLETE
  • Nov 2013: Anna will pursue legal advice on the content of the lease. COMPLETED.
  • Nov 2013: Leila will send an email to Anna, Doug, Chris Corrigan, Chris Chan, and Coreen to discuss location items at the committee level. COMPLETED.
  • Nov 2013: HR committee (Leila, Sarah, and Anna) and Meghan will work on the hiring process for the bookkeeper. Will have a recommendation by next board meeting. COMPLETED.
  • Nov 2013: The Executive Committee (Leila, Sarah, Anna, and Meghan) will change signing authority on existing accounts by December 1st. COMPLETED.
  • Nov 2013: The Executive Committee (Leila, Sarah, Anna, and Meghan) will 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. COMPLETED.
  • Nov 2013: Strategic Planning Committee (Doug, Caylie, Meghan) will get together and spend some time figuring out exactly what we want to ask our members in the member/community survey to inform the strategic plan. COMPLETED.
  • Nov 2013: Anna to send an email to ask Alexey if he is interested in the position on the board. COMPLETED.

Board Appointment (20 min)

  • Applicants will have approx 1-2 min to introduce themselves and describe their skills, knowledge, experience, and interests that would make them a strong addition to the board.
    • Alexey applied July 23 and stood for election at the AGM.
    • Matthew applied on Nov 30.
    • Heather applied on Dec 9.
    • Derek applied on Dec 13.
  • Board members will vote by secret ballot for the 1 vacant board position. The vote will be by majority.
  • After the vote, the appointment will be announced. Applicants are welcomed to stay or leave at that time.
  • Action Items: Anna will follow up with the new board member before the January meeting for a mini-orientation.

Motion: To appoint Matthew as an interim EBC Board member until the AGM in 2014. Motioned by Anna. Seconded by Steve. Motion Carried.


Bank Account e-mail motions (1 min)

  • The following motions were made via email votes on December 9.
  • Background: This would allow EBC's Treasurer (current and future Treasurers) to access the online banking of the 2 accounts. If this admin access is not given, the Treasurer would require in-person appointments with a customer service rep to complete any transactions or changes.
    • Motion: To authorize administrative access to EBC’s two Servus bank accounts (casino and general) to the Treasurer. Motioned by Anna. Seconded by Justin. Motion Carried. Chris Corrigan did not vote.
  • Background: One card (min) for each shop. Also needed to designate/authorize a specific person to pick them up from the bank.
    • Motion: To receive 2 or more deposit cards to be picked up from Servus by the Treasurer. Motioned by Anna. Seconded by Justin. Motion Carried. Chris Corrigan did not vote.

New Business (35 mins)

Bikeology (10 min)

  • Karly Coleman will be present to speak on behalf of V.E.L.O. (Velo Edmonton League and Organization) c/o Bikeology and Bike Month.
  • History of Bikeology. Previous involvement from Rainbow Bridge communications, MEC, and EBC. Michael K suggested creation of new organization to solidify ongoing festivals. ABA pays $10,000, EBC pays $5,000.00.
  • Request for more funding to balance funders, or volunteers to support. VELO looking at various other sources of funding, but of course this takes time.
  • Annual report from previous events has been given to Neil.
  • If funding and volunteer hours stays the way that it currently is, the structure of VELOfest would change to accommodate current resources.
  • Discussion notes:
    • Chris: advocacy is looking at "bike a friend to work day". Potentially more funding from corporate challenges, Abberta Health, etc. Karly: New projects are always fun. Provisionally it's a yes. Caylie: what is 'more'? Karly: One year would be nice if additional $5,000, or mechanics at all events, it's negotiable. There are a number of resources. There is a tie between both organizations. Caylie: specialized labour.
    • Coreen: this past year, events ran a bit differently than in the past. How did sponsorship with restaurants work out? Could EBC sponsor an event? Karly: as example, approximately $300/breakfast. Not necessarily a 'sponsorship'. Business sees no return on 'sponsorship'.
    • Steve: the amount of money that EBC has been donating has not changed in the past at all.
    • Sarah proposes that all board members will read the 2013 Bikeology Annual Report and continue discussion over email. The board will get back to Karly after a decision is made at the next board meeting. Caylie seconds.

Bylaw change proposal (5 min)

  • Kristen gave overview of history of this bylaw change.
  • The Policy Committee would like to vote on the following change to the board membership statement in the section titled "Election of the Board of Directors" at the end of point 'b.'
    • "The board may waive the 'in good standing' requirement on a case-by-case basis, with 75% approval."
  • Discussion notes:
    • CHAN: This seems fraught, and susceptible to nepotism. e.g. Two members not-in-good-standing contest a seat, one of them is friends with the board. At that point, and even at the AGM, the Board could allow one to run and deny the other without any consistent selection criteria. Requiring an arbitrary super-majority doesn't make the process itself any less arbitrary. From the eyes of a member, the Board could be denying me the chance to vote for someone while manipulating the rules to let some other normally-ineligible person run. I think it's generally cleaner and clearer to just let the election run with members-in-good-standing, and then outright appoint people to fill remaining vacant seats, rather than complicating the rules for election-time.
    • Chan: To keep bylaws simple and clear, keep bylaws as is and board may decide to appoint anyone after the AGM. If change was "member can stand for election" then no problem, but having board decide with super majority seems troublesome.
    • Matt: Look at requirements for Charity for membership, members in good standing, and who can vote... Will look into this.
    • Caylie: At AGM we must have a diligent check of memberships to ensure only current members are voting. Chan: Had infrastructure at 2013 AGM.
  • Action Items: Matt will look into CRA requirements for membership and voting and send to Kristen for further review.

IndieGoGo.com campaign (10 min)

  • http://igg.me/at/ebc
  • "The costs of our temporary closure, and relocation and renovation, mean that while we had a net income of $36,000 last year, our projected deficit for 2014 is over $37,000. This is why we need your help."
    • "We hit 10% ($700) of our goal in 4 hours."
  • How are we following through on the advertised 'perks'? Contractor or Coreen or Chris?
    • CHAN: Which ones? Mechanics are volunteers wherever possible. Everything's calculated to at least make some money, and although many of the $50-$90 items aren't as profitable as the <$50 and >=$100 items, they tend to be fairly effective vehicles for promoting cycling in the city (e.g. one-on-one courses are a prime way to convert new volunteers, and I feel like flooding the streets with MonkeyLectric lights is going to have a really fascinating effect on cycling culture in Edmonton).
  • Discussion notes:
    • Chan: timeframe of prizes are estimates, will work it out with person who gets the prize. 100% markup on all saleable stuff (therefore profitable) but gets excitement for campaign. Caylie: bikes seemed to be valued less than actual value... Chan: Right, bikes were donated so they are still profitable and we were selling them 50% off last month anyway. Leila: Can you share the campaign breakdown of how profitable it will be? Chan: Resources going into this were learning how to set up indiegogo, sharing it with membership... most of this is what we do for our normal operations.
    • Caylie: Does indiegogo pay out diff if we don't reach goal? Chan: yes, its in my report.
    • Chan: goal of campaign to generate approx $3500 and garner excitement for new shop. **Coreen: judging from donors so far, we are getting attention and revenue from new people.
    • Kristen: board was surprised by the campaign, would have like to see it before it was announced on social media.
    • Sarah: Campaign is having positive effect. What do relationships with donors look like? Chan: not sure what donor relationships mean so let's have a conversation.
    • Doug: Surprise of campaign, but has so far had overall good effect. As new board member, amount of time spent organizing campaign is a concern when we are in a critical transition period with many tasks to be completed. Some sort of collaborative effort for board and staff for future campaigns. But dont want staff to go through many hurdles to get work done. Chan: First mentioned campaign in Oct then again in Nov. It is an extension of our retail operations, PR, marketing our new space, fundraising for new space. Risk is essentially nothing. We sell bike racks for $2k which doesnt need board attention so this campaign is along those lines... Coreen: Chris did bulk of the work done before the lease was signed so it was great to have this ready when the space was secured. Sarah: Nov ED report was not approved until today so we hadnt discussed indiegogo.

CFO grant (10 min)

  • http://www.solgps.alberta.ca/safe_communities/crime_prevention/Pages/grants.aspx
    • Applications for the Civil Forfeiture Fund are now being accepted for crime prevention or victims of crime programs.
    • Funding requests can range from $50,000 to $500,000 per project for up to two years. These programs must respond to the needs of: children, youth, and/or their families at risk of becoming involved in criminal activity (including gang involvement), victims of crime or those at-risk of becoming a victim of crime
    • This funding is available for use over a period of up to two years for projects using innovative, promising and proven practices. Grant applications will be accepted until noon December 13, 2013.
  • The Board accepted this funding in December 2010.
  • Discussion notes:
    • CHAN: Letter of intent submitted for $50,000 2014 funding. The Board still has time to discuss and decide if they are still comfortable with this.
    • Chan: Applied for funding to hire someone to run the spoke program.
    • Meg: Book time after Chris hears back from CFF for further board discussion and decision on whether we will accept the funding.
  • Action Items:
    • Chris will call CFF to see what their timeline for decision is and email board with response.
    • Chris will send board + Coreen the email discussion points that were considered from 2010 board.

Official Spokesperson Policy (5 min)

  • Currently only the President, ED, and Anna (as back up) are approved to speak publicly on behalf of EBC.
  • See Official Spokesperson Policy.
  • Discussion notes:
    • CHAN: this policy was written to obviate any requirement for board approval. The advocacy chair already has written permission to do this.
  • Motion: To appoint the chair of the Advocacy Committee, Steve Andersen, as an official spokesperson for EBC on issues within the scope of the Advocacy Committee. Motioned by Leila. Seconded by Justin. Motion Carried.

In Camera Session (30 min)

  • Motion: To go in camera. Motioned by Kristen. Seconded by Chris Co. Motion Carried.
  • Please list how long you believe your topic will take to discuss:
    • 30 min topic

Adjournment

  • Motion: To adjourn the meeting. Motioned by Doug. Seconded by Steve. Motion Carried. BOOM!