Board Minutes January 2015

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These minutes were approved at the Feb 2015 board meeting.

EBC Board Meeting Minutes for January 21, 2015

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

  • Location: room 113 Education South, U of A 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: Jon
  • Minute-taker: Anna
  • Food by: Alexey
  • Board attendance: Jon, Nancy, Rachel, Adrian, Geoff, Dan, Anna, Alex (645), Alexey (647)
  • Staff attendance: Chris, Coreen
  • Regrets: Michelle, Christopher H
  • Absent: Chris Corrigan
  • Guests: n/a

Call to Order

  • Meeting called to order by Jon at 640pm.

Logistics for Next Meeting

  • Review Geoff's info about board availability...
  • Either need to choose date that works best (Wed) or next best (Sun).
  • Feb meeting on 2nd Monday, Mar meeting on 3rd Wed, Apr meeting 3rd Wed (could push to 4th Wed if Michelle can attend).
  • Date: Monday Feb 9
  • Location: Room 113 Ed South
  • Chair: Geoff
  • Minute-taker: Anna
  • Food by: Jon

Then

  • Date: Wed March 18
  • Minutes: Geoff

Then

  • Date: Wed April 15

Approval of Agenda, Minutes, Reports (5 min)

  • Motion: To approve this January 2015 agenda, the Nov 2014 minutes and Dec 2014 minutes, and reports as presented below. Moved by Nancy, seconded by Geoff. Motion Carried.

Treasurer's Report

Executive Director's Report

BikeWorks Report



  • Discussion:
  • Chris Ch: If committee reports are meant to be publicly viewable, must change settings. Currently all ED and BW reports are public.
  • Geoff: I think all reports should be public, except for HR reports.
  • Nancy: Would like time to research what other orgs do and discuss next meeting...
  • Rachel: members of EBC can attend board meetings so same info should be avail on wiki
  • Jon: Many in favour of transparency. Suggest that for the time being, reports can be prepared with public accessibility.
  • Action Items: Everyone to ensure future reports are written with a public face in mind and enable public share setting in google doc.
  • Nancy: Reports often contain questions or action items. Are we approving the questions? Do things get added to the agenda? Anna: Reports are approved as info. Agenda items or questions should be addressed separately as New Business.
  • The reports below are not yet approved!! Must be reviewed in Feb

President's Report

  • Jonathan: I will be preparing two different reports.
    • The first report, "Message from the President", is more strategic in content and is intended to clarify and stimulate discussion around the overall direction of EBC. This report will likely be periodic in nature, likely one report every 3 or 4 months.
    • The second report, "Travels with the President", is more informal; the purpose is to share some of my EBC experiences and put them in the context of our overall mandate. I'll be submitting this report whenever I have anything that is new and relevant to the Board.
  • President's Report Jan 2015
  • President's Travels Jan 2015

Advocacy Committee Report

  • [Advocacy Committee Report (Month) (Year)]

H.R. Committee Report

Policy Committee Report

Strategic Planning Committee Report

  • [Strategic Planning Committee Report (Month) (Year)]

Current & Completed Business

Updates on Action Items From Previous Meeting (5 min)

  • Everyone log your 2014 and new 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.
  • Nov 2013: Executive Committee will pursue a Servus credit card for EBC in the name of the Executive Director.
  • May 2014: Policy 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.
  • Aug 2014: HR Committee will create policy/procedure on dealing with volunteer service requirements and volunteer discipline process.
  • Dec 2014: Michelle will take on completing the Financial Mgmt policy (incl petty cash max)
  • Dec 2014: Chris Chan will apply to become a tenant and report back to board with further communication from JFC.

COMPLETED

  • June 2014: Leila will contact Micah and coordinate closing TD and RBC accounts. Nov 2014: Leila will contact Neil on next steps. Nov 2014: Leila says 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. DONE
  • Nov 2014: All outgoing board to close up your EBC account before Jan 15 and email Anna to confirm this has been done. DONE
  • Nov 2014: Steve will get details from Neil about GIC transfer (term, confirm amount) by Dec 1. DONE
  • Dec 2014: Directors will closely review all Dec reports for jan board meeting.
  • Dec 2014: Anna will book meeting room at UofA for 3rd Wed monthly in 2015. DONE
  • Dec 2014: Anna will close former board member accounts on Jan 15, 2015.
  • Dec 2014: Anna will post new board positions on website: http://edmontonbikes.ca/about/board/
  • Dec 2014: Nancy will share new EBC job postings with board and staff for feedback but the postings are able to go out asap. DONE
  • Dec 2014: HR Committee will consider Alexey's Bike Builder job description and bring forward bring forward recommendation for January board meeting.
  • Dec 2014: Alexey, Chris Ch will investigate U of A advertising options and bring forward to board for proposal for budget (over current ad budget) and overall policy on target market.
  • Dec 2014: Policy Committee will provide Social Media policy clarity by January meeting.

Organizational Structure and Reporting Line for New Positions (10 min) - Nancy

  • Follow up from HR Committee's recommendation...
  • HR Committee is suggesting:
    • "An organization where the executive director is the operational director of the organization and all three staff positions report to the ED and the ED reports to the board."
  • Discussion:
    • Rachel: Who decides who gets hired? Geoff: ED if current structure is in place. Jon: ED gathers applications, reviews appl, makes short list for board consideration, ED and board interview, ED made recommendations, board approve.
    • Anna: I dislike the hierarchical structure. Value equal pay, equal power to staff who each have strong job responsibilities. EBC is not a large organization and 2-5 staff would not be difficult to self-organize then report to board.
    • Dan: Reporting structure vs organizational structure. More than 3-5 people, you need to roll info up. How we organize info for communication with an ED allows reports to go from many staff to one to the board. We are not looking for a hierarchical structure so much as an effective reporting.
    • Nancy: historical HR issues is reason for recommendation of coaching/mentoring plan. How do we support Chris to gain the skills required to manage staff? Mentoring will tell us whether or not Chris is comfortable/capable of that role. HR will be an actively managed piece. Cant have flat structure without an admin committee and current HR committee was not interested in the admin committee side of things.
    • Geoff: This can evolve; if we try it, it doesn't work, we can make changes.
    • Nancy: Wrote the job descriptions based on perceived roles rather than current employees.
    • Coreen: Hierarchical structure is simpler, easier, familiar. But if we go toward flatter structure and figure out roles, reporting, responsibilities, it may be opportunity. Staff can develop skills. Concerned that if board support is needed and we know that board members are volunteers (and busy) whereas staff are part or full time to manage ourselves and react/change as needed.
    • Nancy: I am committed to support Chris in the time to learn/mentor this role. Staff will need to hold board/committee accountable to this new structure.
    • Jon: Echo Nancy's comments. I am available. WRT hierarchical structure, when you have new people and new roles, likelihood of succeeding of productivity is more successful in hierarchy. Once they are comfortable in roles, that's when flat structure may be more useful.
    • Nancy: Leadership style - could have someone who is interested in concentrating/holding power or could have someone who is interested in sharing power. Once staff become more experienced/comfortable in their role, power will be shared more evenly in a natural way that comes out.
    • Chris Ch: Alex and Coreen have both worked under me at some point and they have both spoken in favour of flat structure.
  • "An organization where the executive director is the operational director of the organization and all three staff positions report to the ED and the ED reports to the board"
  • "The hours of the ED be restored to 40 hours per week, with the allocation of the 10 hours to the orientation and training of the new staff. This should not create any financial burden on the organization as we are ahead of our budget projections since the two positions have not been filled but wages were budgeted for as of Oct 1, 2014."
  • "The committee recommends the increase until Sept 30, 2015 when the needs of the organization can be re-assessed and a new budget cycle begins."
    • Chris Chan would work with the HR committee to determine a coaching /mentoring plan for the additional HR tasks required.
  • Motion: To approve the org structure as described by the HR Committee (above). Moved by Nancy, seconded by Rachel. In favour 6, oppose 2 (Anna, Alex). Motion Carried.
  • Action Items: Nancy will arrange details with Chris and Neil accordingly.

EBC Job Postings (10 min) - Nancy, Alexey

  • Jobs have been posted on website: edmontonbikes.ca/ebc-is-hiring/. Help spread the word!
  • 4 positions were reviewed last month. Currently posted and have a few applications so far.
  • Proposed Bike Builder posting
  • Alexey: Hours will be seasonal and decided by Coreen. Coreen suggested 25 hrs/wk until mid-august.
  • Will allow us to address overflow of bike donations into ready-to-ride bikes (save space, help fulfil 85% of requests for rideable bikes, put high end parts to use that have been sitting around BW for a while)
  • Discussion notes:
    • Dan: Timeline? Coreen: Trial period from hiring to July 1 or Aug 1 with possibility of extension.
  • Motion: To post and hire the bike builder position as described for 25hr/wk effective immediately until Aug 1, 2015 with opportunity of extension. Moved by Alexey, seconded by Adrian. In favour 8, no opposed. Motion Carried.
  • Action Items: Chris Ch will post job asap. Coreen and Chris will short-list candidates.


Break 7:48-8:05

New Business

Applying to Become A Registered Charity? (45 min) - Jonathan

  • Tabled from Dec 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 Neil's doc from a few years ago!
  • 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?
  • Jon: would like a motion to move forward with charitable status application.
  • EBC has been toying with idea for 4-5 years.
  • Discussion:
    • Nancy: Are board volunteer hours included in advocacy activities? Jon: Staff time and hours do count, any purchases of print material/campaigning/etc do count. EBC could use 12.5% of our resources toward political activity at a max.
    • Chris: Partisan activity is never permitted. Political activity is restricted to 10% of financial resources for charities. What constitutes "political activity" is well-defined by the CRA (and does not necessarily include what many people would consider political). Info and more info.
    • Dan: CPAWS is a charity and does a lot of good advocacy work. EBC has a lot of non-advocacy programs so i dont think we would find this difficult.
    • Alex: could we give money to another org (non charity) to do advocacy?
    • Chris: Political is defined by CRA as anything trying to influence policy. We can only donate to other charities. This would affect our relationship to Bikeology (but that org is undergoing dramatic changes this year too). We can still partner with other non-charity organizations and pay for things (e.g. the projector rental of the YEG Bike Coalition). The difference is that whatever we spend our money on has to be related to our charitable objects, and if that spending is political, it comes out of our 10%.
    • Jon: Record keeping. There will be more, but our bookkeeper doesnt think this will be a problem. This would enhance our record keeping.
    • Jon: CRA recommends that charities have their financials reviewed by an auditor which will cost at least $4k and must be done annually.
    • Jon: There are strict rules for issuing tax receipts for donations. Issuing receipts is an option though. If done improperly or done for things that do not qualify, org is liable for significant penalty.
    • Adrian: We could choose to not issue tax receipts for bike donations. Chris: It would be best to only issue for cash donations.
    • Anna: Do we lose the opportunity to donate/fund seed money for small community projects like YEGbike coalition, Bikeology, etc? Previous board made very clear intentions to be a supporter of other bike orgs and groups that pop up - we are established and are the go-to org for anyone with a bikey idea or project. Would hate to lose the versatility in supporting start-ups by only being able to donate to other charities.
    • Dan: Could set up a separate org (similar to Forest Ethics and Forest Ethics Advocacy are 2 separate orgs). Could we set up a separate org specifically for bike advocacy?
    • Chris: Could set it us so that BikeWorks and Advocacy are not charity and everything else is a separate org and charity. To Anna's question, yes, we would only be able to donate to qualified donees i.e. other charities. EBC could hire a volunteer coordinator to be a YEGbikecoalition coordinator; however this is a lot of extra administration and very complicated to handle. Could work for small projects. Jon: Essentially we give up our independence of who we support.
    • Nancy: Sounds like we could support groups by providing non-cash resources. So we would buy the videographer to make a video and it would be a project of EBC.
    • Alexey: This would be good to ensure EBC has control over what our funds are going toward.
    • Jon: Other options? Charitable status would allow us to access more funding, but at the cost of our independence.
    • Alexey: How much more funding would be available as a charity? Chris Ch: Guesstimate of 5 figures... Received many cold calls last year asking to donate $5-15k (foundations, corporations, etc). Grants available to non-charities are much fewer in number and usually govt grants.
    • Dan: Spoke and YCR2 are the 2 programs that are the most charity-friendly. BikeWorks less so but maybe. Why not carve those two programs off as separate orgs? Yes, it means separate board, separate insurance, etc. Chris Ch: If we carve them off, they will shrivel up and die. Not in a place to handle admin overhead. On the other hand, they benefit EBC but accessing funds. Individuals donate to EBC as an org directly, not just to spoke and YCR2.
    • Adrian: what is motivation the motivation in becoming a charity To grow EBC? To support programs of YCR2 and spoke? We aren't failing as a not-for-profit... Jonathan: those 2 programs are the larger motivations. YCR2 is always struggling with storage (and cost of). I'm interested in supporting YCR2 because of its impact. EBC benefits from having these programs under our wings because we can get some additional funding.
    • Nancy: Splitting off BW as a non-charity program and apply EBC as a charity, it will lose the flavour of EBC and the support that we provide with the two shops. Skills flowing through between programs, volunteers flowing through programs.
    • Alex: This is a one-way decision. Cannot go back from being a charity to NFP. Would have to dissolve.
    • Dan: This is a very big decision. Should go to membership for decision.
    • Geoff: Would like to know why board hasn't done this before? I'm 2 meetings in as a board member and wonder why past/more experienced boards were not moving ahead with it. Chris Chan: Never been quite clear enough on the pros and cons and to do the application and submit it. Coreen: My understanding was that the onerous task to submit an application (lots of info and aligning). Anna: Yes previous board members did motion to submit application but never got it completed. Honestly this conversation tonight is the most informed and detailed discussion the board has had about this topic since 2010 in my opinion.
    • Coreen: discussion of becoming a charity (i.e. stability of funding) was a conversation long before the spoke and YCR2. Since then, funding has changed (we are much more stable).
    • Nancy: Chris, what is biggest risk for charitable status? Chris: We can handle the risks. We can issue a tax receipt. We can file an annual return. Biggest risk is if we fail to do those things properly or make partisan statements, we lose charitable status and maybe we disburse as an org. Very serious consequences if we mess up.
  • Motion: To seek charitable status with CRA. Moved by Jon, seconded by Alexey. In favor 3, oppose 4. Motion Failed.

IT Knowledge Transfer (5 min) - Geoff

  • Tabled from Dec meeting
  • Geoff created a 5 min tutorial video of how to use Google Drive! View it here.
  • Anna's mini session notes: Board Online Orientation and Board Q & A
  • Geoff would like more information about what the IT Director role should be working on.
  • Geoff has spoken with Chris, Coreen to gather ideas.
  • Action Items: All board members will add questions or IT topics of interest to Geoff or add to Q&A doc.

Online Banking (5 min) - Jonathan, Michelle

  • Discuss access to online banking
  • Discuss permissions granted to one board member for bill payments and e-transfers
  • Once board feedback is collected, we can then draft a policy/board motion for our next board meeting
  • Online Banking - EBC Financial Management
  • Deposit card request
  • Discussion notes:
    • Geoff: This seems operational. Good info for board but staff and signing authorities can approve.

Draft Social Media Policy (10 min) - Daniel

  • Can discuss at the Jan board meeting if time allows or tabled until Feb...
  • Draft Policy Operational 101 - Social Media
  • Discussion notes:
    • Rachel: I have a list of policy items that the committee can take on next.
    • Dan: I will share the next Policy Committee meeting info with board.
  • Motion: To extend the December social media motion for an additional 30 days. Moved by Dan, seconded by Dan. Motion Carried.

Keys (5 min) - Coreen

  • Have keys for shops for board members. Come see me!

In Camera Session (10 min)

  • Motion: To go in camera. Moved by Geoff, seconded by Rachel. Motion Carried.
  • Please list how long you believe your topic will take to discuss:
    • In Camera Participant Policy (10 min)
  • Motion: To close the in camera discussion. Moved by Geoff, seconded by Rachel. Motion Carried.

Adjournment

  • Motion: To adjourn the meeting at 9:40pm. Moved by Geoff, Adrian. 'Motion Carried.