Board Minutes December 2014

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

EBC Board Meeting Minutes for December 17, 2014

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

  • Location: Room 113, 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!

Attendance

  • Meeting Chair: Chris H.
  • Minute-taker: Anna
  • Food by: Geoff
  • Board attendance: Chris H, Jonathan, Nancy, Rachel, Adrian, Alexey, Chris C, Alex, Geoff, Daniel (via phone!) Anna, Michelle (642)
  • Staff attendance: Coreen, Chris (642)
  • Regrets: n/a
  • Absent: n/a
  • Guests: n/a

Call to Order

  • Meeting called to order by Chris H at 640pm.

Approval of Agenda

  • Motion: To approve the agenda as presented. Moved by Jon, seconded by Geoff. Motion Carried.

New Business

Board Introductions (10 min)

  • Welcome to all board members!
  • Round of introductions and 1 min bio of individuals who were not able to attend the Nov retreat.
  • First impressions and thoughts about the first month of being on the board
  • Discussion notes:
    • Adrian
      • Experienced as an EBC shop mechanic, helped move BWS shop, currently volunteers at BWN on Tues. Happy to bring the perspective of shop volunteers.
    • Dan
      • helped with BWS move, events,
      • Skills in: Forestry, science, budgeting, policy
    • Nancy has been very busy in first month!
    • Jon has been invovled in some of the volunteer programs (YCR2, spoke) and is impressed!
    • Chris H feels over his head but will work to get over that!
    • Geoff, Dan impressed by organization of Google docs, wiki, etc. Good reference material. Alexey echoes this - good to have drafts too.

Board Member Q&A (20 min) - Jonathan

  • Review Code of Conduct and general job description
    • What is helpful in these docs? What is missing? What do you like? What do you want to change?
    • Questions to be followed up on or added to future orientation (can create list throughout today's meeting)
  • Create our group norms
  • Discussion notes:
    • Confidentiality - in camera sessions should be kept completely confidential, i.e. within the room when discussed.
    • Who has delegation to speak on behalf of organization? Official spokesperson is technically President, but ED has also been delegated authority.
      • If media asks you as board member to comment on EBC policy or position on a topic, please direct question to Pres or ED to keep consistent message to public.
      • Rachel: Should we speak as an individual cyclist? Jon: We should develop policy to provide greater clarity on EBC's opinion on a topic. If you are speaking or posting on social media on your own behalf, share you opinion, however it is not EBC's position.
    • Group Norms:
      • See EBC board member job description. Beyond this, get involved in EBC programs outside of board meetings to help inform & enrich your decision making! (BikeWorks, You Can Ride 2, the spoke, EBC-sponsored events, etc.)
      • Check emails regularly to determine messages pertaining to you.
      • Attend meetings!
      • Come to meetings having read the reports completely. Sign off at bottom of each report.

Board Basics (20 min) - Nancy

  • Not-for-profit organization board of directors
  • Governance/Policy board vs. Administrative board
  • Review the Board Roles & Responsibilities overview document
  • Quiz on what is EBC governance vs what is EBC operations/administrative.
  • Discussion notes:
    • EBC has been a Policy Governing board for past few years since we have an ED; however, we were an Admin board for all the years before that time.
    • Chris C: In 80s, Tooker Gomberg was also an "ED." In recent years, Action For Healthy Communities received a grant that allowed them to provide a project coordinator to work with EBC, which helped us move towards hiring an ED (2010). Since then the Board has been transitioning to Policy Board.
    • Nancy: Board has approved 2 new staff positions, which will create a new structure of reporting of 4 staff reporting to the Board. (Currently staff report to ED, who then reports to Board.)
    • Nancy: What type of board do we want to be going forward? Anna: Difficult to be one or the other -- many layers of grey, although we should clarify which admin duties the board would take on, if any.
    • Nancy: Created draft 4 job descriptions (Chris C, Coreen, 2 new positions). Took all duties from exising job descriptions and other duties that were identified. Sorted duties into groups.
      • ED
      • BikeWorks Manager
      • Program Coordinator
      • External Relations
    • Nancy will circulate positions to staff for review and comment. Chris C is in favour. Coreen would like to add one piece to Program Coordinator. Coreen would like to have flexibility in the recruiting and hiring to allow for the talents and skills of the applicants to be considered.
      • Geoff: Should this go to HR Committee? Nancy: Yes, this was a start but will go to the forthcoming HR Committee to approve. Dont want to delay the process much longer, although will ensure to take due process. We are behind as these positions were approved (financially) in Oct.
      • Chris H: straw vote - Give Nancy authority to post position. Majority in favour.
  • Action Items: Nancy will share postings with board and staff for feedback but the postings are able to go out asap.


Snack time 7:22-7:33!

Board Positions (25 min)

  • Review draft list of positions
  • Jonathan's proposed structure
  • Elections for each position
  • Committees (Jonathan)
    • HR Committee, Policy Committee, Strategic Planning Committee.
      • Advocacy ex-officio member?
    • board member collaboration / grouping
    • identify committee chairpersons
  • Discussion notes:
    • Alex: What would be involved in SP role and committee? Jon: Not sure, TBD. Discussed having the comitteess identify top priorities for 2015 as first project.
    • Chris C: Grant Writing into SP Committee? Jon: Open to changes. Nancy: There is a draft TOR for SP, and Nancy met with Kristen and Steve for plans for policy that are needed.
    • Geoff: Grant Writing, IT, Treasurer = Operations (additional committee)? Acknowledge that this is contrary to Policy Board but may fit. Nancy: We thought this would work closely with Treasurer... Jon: Flexibility in this initial categorization but we wanted to ensure that each role has support from other board members.
    • Anna: Concerned that HR Committee and Terms of Reference (TOR) has currently a large focus on staff... Jon: Committee TOR will trump Director's particular position/point of view
  • Action Items: Anna will post new positions on website.

Current & Completed Business

Approval of Minutes, Reports (5 min)

  • The following motion is formed as a "consent agenda" -- a method of lumping agenda items that need formal board approval but are routine in nature into one motion. Items such as meeting minutes, routine correspondence, changes in policy or other matters can be bundled together and approved all at once by adopting the consent agenda in one motion.
    • As the name infers, consent by all members of a board must be given to approve the list. If one member wishes an item to be removed from the consent agenda, that item is removed from the consent agenda and placed on the regular agenda where it would it would have appeared if presented on its own.
  • Alex: Do we discuss the reports now or approve them? Chris H: TBD by group.
  • Jon: Very detailed reports so far. Report items that need discussion in person should be identified and added to agenda.
  • Nancy: Reports in context of Admin vs. Governance Board. Where is the line between admin vs governance in reports? What does board need to know from governance perspective on admin/operations?
  • Report approval deferred to January.
  • Action Items: Directors will closely review all Dec reports for jan board meeting.

President's Report

n/a

Treasurer's Report

Executive Director's Report

BikeWorks Report


Updates on Action Items From Previous Meeting (5 min)

  • Everyone log your 2014 board volunteer hours for the past month.
  • Everyone read the staff and board committee reports. Note your electronic signature at end of report when you have completed the review of each.
  • Committee Chairpersons to post all committee meetings to EBC calendar - public ones go on "EBC Events", other committee meetings go on "EBC Internal" calendar.
  • Nov 2013: Executive Committee (Leila, Sarah, Anna, Carlos) will pursue a Servus credit card for EBC in the name of the Executive Director. June 2014: Anna check with Servus to clarify status of card application.
    • Chris Ch not a signing authority so may not be able to get card
  • Feb 2014: Kristen/Policy Committee will incorporate petty cash max in future Financial policy. Related to credit card issue. Petty cash max could be lowered if we have a credit card.
    • Dec 2014: Kristen is nearly done this policy. Has shared with Michelle. Michelle will take on.
  • May 2014: Policy Committee (formerly assigned to Exec Committee) will create an procedure for expense reimbursement procedure.
  • May 2014: Doug will follow up with Bern re: Hazard Assessments and coordinate to get this done.
  • June 2014: Leila will contact Micah and coordinate closing TD and RBC accounts. Nov 2014: Leila will contact Neil on next steps.
    • Leila: RBC account has investments that dont mature until 2015. Asked that when they do mature, they mail us a cheque to pay us out. Small RBC general account sum. Leila will contact Neil on next steps.
  • Aug 2014: HR Committee will create policy/procedure on dealing with volunteer service requirements and volunteer discipline process.
  • Oct 2014: Doug will report on status of charitable application completion.
  • Nov 2014: All outgoing board to close up your EBC account before Jan 15 and email Anna to confirm this has been done. Anna will close former board member accounts on Jan 15, 2015.
  • Nov 14: Steve will get details from Neil about GIC transfer (term, confirm amount) by Dec 1.
    • Neil wrote "We've usually kept some money in a cashable GIC, which can be withdrawn anytime without penalty. Lower interest, though, fundamentally little different from a savings account. This has typically been about $20k. But I think we have a baseline of about 60k (including the 20k still in an RBC GIC) that can just chase the highest interest, full stop. I'd still buy them in smaller denominations, so if we need to break the term, we can do so on just a portion."

COMPLETED

  • June/Aug 2014: Caylie will write draft job description for bike builder, workshop instructor, admin position and send to staff. Chris, Coreen to present draft to volunteers by end of August 2014. August update: Need clarification about whether this is happening.
    • Anna and Leila working on current employee contracts and 2 new positions. Allow space for new board to decide whether these additional positions go forward after seeing how the new contracts work out...
  • Nov 2014: Anna will set up new email and wiki accounts, update contact list to Corporate Registries and Servus, add newbies to volunteer hours log.
  • Nov 2014: Caylie, Jon, Chris Co, John will meet to discuss what an advocacy role should/could look like

U of A CSL Intern Mentor Resignation (1 min)

  • News from Dec 16th: Kyra has given her official resignation from the program.
  • See the U of A Community Service Learning webpage for background info.
  • If Kyra is present, she should introduce herself and the CSL project to the new board.
  • In Sept 2014 Kyra was approved as EBC board intern, to do one project for the board before April 2015. Caylie recommended topic of board recruitment process, strategy, tools, etc. Could be diff topic.
  • Board to decide on one mentor and one back-up. The mentor and Kyra should make arrangements by e-mail to meet in December to discuss potential projects.

Applying to Become A Registered Charity (0 min) - Michelle - TABLED

  • Tabled to January board meeting,
  • EBC is currently a registered not-for-profit society under the Alberta Societies Act. There has been work on completing an application to become a registered charity for several years...
  • See Michelle's amazing doc!
  • What is a registered charity vs. a registered society/not-for-profit?
  • What are the advantages and disadvantages of being a registered charity?
  • Is this something the current board would like to continue to pursue?

Jerry Forbes Centre Lease (10 min) - Chris Chan

  • See Chris' Dec report section about this topic.
  • In addition, Chris Ch spoke with new Manager for Sport Central and would like to partner to share the space. Parapalygic Asso also interested in partnering and sharing.
  • 6 months would likely be YCR2 space, 6 month would likely be other orgs.
  • No discussion about cost sharing at this time.
  • Need motion from board to express intersts. Does not commit us to anything, just to engage in discussions. Time sensitive.
  • Discussion notes:
    • Geoff: Does $24500 incl operating? Chris Ch: Don't remember
    • Nancy: How does new space compare to existing space. Chris Ch: We currently have limited space and limited times to access it.
    • Chris Ch: Could access grant funding for projects that we run from this space.
    • Alex: Would you push for this type of change regardless of the specific space? Chris Ch: YCR2 needs the space. Alex: Could YCR2 spin off into its own org? Chris Ch: Would not support this, it would be very strenuous for YCR2: own board, own staff, own insurance, etc. We would lose some of our funding that YCR2 brings in. Alex: Would be a lot better if other groups could spend $ for that space, cant imagine that YCR2 would use 35000 sqft.
    • Geoff: Interested in knowing how much EBC needs on our own? How much is it worth to org? Alex: Report mentions looking for new BWN space... could merge the two? Chris Ch: Janine has mentioned 3,500 sq ft is required for YCR2. YCR2 can work out of semi-industrial space in warehouse whereas BWN could not as it needs a welcoming public front. 3,500 space for YCR2 would be very valuable, $12,000 ballpark. This would be very useful especially when we have charitable status. Would the $25k be valuable? I'd be less confident about that. I have asked Janine whether one of the partner orgs would take on the lease and we could just rent from them. That leaves us a bit vulnerable and without confident space.
    • Jon: Board clearly has more questions. Could we vote on an expression of interest but to get a full understanding before making a decision?
  • Motion: To express interest in becoming a tenant of the Jerry Forbes Centre with no further commitment at this time. Moved by Jonathan, seconded by Rachel. 10 in favour, 1 against, no abstentions. Motion Carried.
  • Action Items: Chris Chan will apply to become a tenant and report back to board with further communication from JFC.

Bike Builder Job Posting (5 min) - Alexey

  • In June 2014, the board decided to draft a job description for a bike builder in order to alleviate this task from the shop volunteers and expedite the fixing and selling of bikes.
  • Alexey has drafted a Bike Builder job description
  • Current board to determine wage (HR Committee?) and task staff to post, interview, hire, train this new position as they see fit.
  • Discussion notes:
    • Alexey: Who should this position report to? Wage?
    • Anna: Starting wage has been $17/hr. Board formerly approved a net-zero position, where the builder would be selling sufficient bikes to cover the wage.
    • Alex: Could we do slower wage and work on commission? Alexey: Agree. Could reduce $17
    • Nancy: Are we duplicating new positions? Coreen: Bike Builder was approved before we began looking at new staff. Position was intended to be paying for itself. Bike BUilding is building bikes for sale which does not overlap with current BW manager position. Usually i am only bike building as a teaching opportunity and sense of comraderie with shop volunteers. The position is just nitty gritty building bikes for sale.
    • Alex: Chronic shortage of bikes ready to ride and ready to sell. People often monopolize volunteer time to ask about and use volunteers to repair bikes.
    • Michelle: Are there currently volunteers who build bikes? Coreen: Yes, but more on a learning basis so a different level of expertise and efficiency. Would like to see this not be a set hrs per week and take the flexibility of the seasons.
    • Michelle: Does commission clash with value of volunteers? Chris Ch: Has been discussed each time we discuss this type of position. We intentionally moved away from hiring mechanics. How will this affect volunteers and how they perceive their contribution. I have software for volunteers to track volunteer improvements on bikes, could pay some portion of those improvements to volunteers. Would need process to determine if bike achieves our standards.
    • Alexey: Mechanical Certification tests for volunteers are on Google Drive. If we would like to proceed with this, i am willing to take this on.
    • Alex: Dont have clear opinion how this would affect volunteers. Number of similar orgs do have paid positions (eg. Good Life in Calgary). Commission would incent the person to pick the bikes with the least amount of work required in time allocated.
    • Alexey: Instead of commission, could consider a productivity bonus on top of hourly wage.
    • Jon: Deeper discussion than anticipated. 1) Go ahead to post the position, or 2) Needs more time to discuss. Michelle: We should firm up the way/payment before posting.
    • Geoff: Should table this and ask HR Committee to bring forward a decision. Dan: Wont get a lot of response to posting before the new year anyway. Could be a good test for HR committee to consider the impacts of this decision.
    • Nancy: We should be building positions that fill roles rather than scrambling to figure things out. Should we post 2 previous positions then consider where we are. Is it a seasonal positon or year round position?
    • Jon: Thank you, Alexey, for your work on this!
  • Action Items:HR Committee will consider this role and bring forward bring forward recommendation for January board meeting.

U of A Advertising (5 min) - Alexey

  • Alexey: UofA currently has 40,000 students. From my discussions, not much awareness of EBC on campus. Could we post ads on campus? Would like the board's permission to contact UofA and Faculties to get info about options.
  • Discussion notes:
    • Nancy: Is this administrative or governance? Who are we marketing to? Could this be a policy for where we should put resources? Then this go to operations for implementation.
    • Chris Ch: Alexey and I could investigate these options and bring forward to board for proposal for budget (over current ad budget) and overall policy on target market.

Skills Matrix (0 min) - Alexey

  • Discussion notes:

Social Media (20 min) - Geoff

  • Chris Ch: The current board directive has been extremely limiting and staff is currently breaking this directive each time we post. Eg. Cannot respond to questions about bikes for sale or
  • Discussion notes:
    • Anna: Lack of policy or organizational voice and use of social media made the previous board make a quick directive to cease posting anything more than events and news articles.
    • Nancy: This should be prioritized by Policy Committee.
    • Jon: Should we give temporary permission to staff to rescind previous board directive that restricts social media posting?
    • Geoff: Social media is another communication channel. This topic is too big for the entire board, probably best for HR Committee to determine solution.
    • Chris Ch: This should fall under spokesperson policy
    • Anna: Directive had opportunity to request permission to a board rep (Caylie formerly) before posting something outside of the "allowable" posts. Board gave <48 hour commitment to respond. This was a temporary fix in lieu of policy
    • Coreen: Worried every time I reply on fb whether I will be reprimanded.
    • Chris: Time sensitive media. Need clarity on what we CAN do on social media. We value social media as a tool. Dont want to be in violation of board directive but not participating is harming the org.
    • Jon: 1) Respect directive until it has been revised, 2) Make new motion to permit staff to respond on social media using their good judgement and using the mandate of the organization.
  • Motion: To permit staff to engage on social media using their good judgement and the mandate of the organization for next 30 days. Moved by Alex, seconded by Alexey. 10 in favor, Adrian abstains, Geoff opposes. Motion Carried.
  • Action Items: Policy Committee will provide policy clarity by January meeting.

IT Knowledge Transfer (0 min) - Geoff - TABLED

  • Discussion notes:

Logistics for Next Meeting (2 min)

  • Michelle has classes on Weds in January-April.
  • Alex: we could move to non-wed for alternating months to allow Michelle to attend some.
  • We will keep January meeting same as usual ((3rd Wed).
  • Action Items: Geoff will send out poll to determine if there is alt date where 12 people may attend in Feb-Apr.


  • Date: Wednesday January 21, 2015
  • Location: U of A?? (Action Items: Anna will book locations)
  • Chair: Jon
  • Minute-taker: Anna
  • Food by: Alexey

In Camera Session (25 min)

  • Motion: To go in camera. Moved by Nancy, seconded by Jon. Motion Carried.
  • Please list how long you believe your topic will take to discuss:
    • Board topic (10 min)
    • HR topic (15 min)
    • Alex's topic (5 min)
  • Motion: To close the in camera discussion. Moved by Jon, seconded by Rachel. Carried.


Adjournment

  • Motion: To adjourn the meeting at 10:40pm. Moved by Geoff, seconded by Adiran. Motion Carried.