Board Minutes November 2016

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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 November 14, 2016

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

  • Location: room 128 Education South, University of Alberta
  • 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: Karl
  • Minute-taker: Geoff
  • Food by: Jon
  • Board attendance: Jon, Karl, Nancy, Geoff, Rachel, Seraphim, Anna, Jasmine
  • Staff attendance: Chris
  • Regrets: Derek(?), Adrian
  • Absent:
  • Guests:

Call to Order

  • Meeting called to order by at 6:47 pm.

Logistics for Next Meeting

  • Date: Monday January 9th
  • Location: TBA (requested rm 128, APIRG to confirm)
  • Chair: Jeremy
  • Minute-taker: Michael
  • Food by: TBD

Approval of Agenda, Minutes, Reports (5 min)

MOTION
To approve this Nov agenda, the Oct 2016 minutes), and reports as presented below.

Moved: Jonathon
Seconded: Anna
Aye No Abstain
all 0 0

Passed

President's Report - Jon

Treasurer's Report - Geoff

  • [Treasurer's Report (Month) (Year)]

Executive Director's Report - Chris

  • [ED Report (Month) (Year)]

H.R. Committee Report - Nancy

  • [H.R. Committee Report (Month) (Year)]

Policy Committee Report - Dan

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

Strategic Planning Committee Report - Derek

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

Current & Completed Business

Updates on Action Items From Previous Meeting (5 min)

  • Everyone log your 2016 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.
  • Jul 2015: Jon, Nancy, Anna, Geoff, Chris Chan will meet to get an orientation and see if Asana can be used for board tasks/to do list too
  • Dec 2015: Anna will book 30 min meeting before board meeting for Asana orientation by Exec.
  • Sep 2015: Anna to post final financial policy to wiki and (Feb 2016) all new TOR (Executive, Policy, HR) to wiki
  • Feb 2016: Geoff to get access online to Tangerine (ING) account where casino funds are cashed in the interim in order to view balance
  • May 2016: Nancy will share final copy of ABBCC Bike-way Design doc when available.
  • Jul 2016: Chris will put note in Asana for 2018 to review GWI-EBC agreement. Geoff will add notes into 2017 budget doc for 2018 $25k info for GWI lease. Jon to draft a written document with YCR2 Leadership Team to specify agreement terms, notably that YCR2 will fund raise the full $75,000 on behalf of EBC.
  • Oct 2016: Retreat coordinator add discussion of AGM to Nov planning retreat agenda.
  • Oct 2016: Nancy will strike HR ad-hoc committee to implement OH&S plan by December 31st.
  • Derek book meeting room 113 for Jan 9th


COMPLETED

  • Nancy book NAIT room for Nov 18&20 board retreat.
  • Jon, Geoff, Seraphim ad-hoc hiring committee will interview for Bookkeeper
  • Jonathan to find out what happens/timing after charitable status getting approval - registration of organization.
  • Chris will have a more in depth discussion with volunteer about best practices / managing risk. Nancy will follow up on Occupational Health and Safety Advisor.
  • Geoff will look into putting Simply Accounting back-up files into Google Drive for staff access.

Bookkeeper Update (5 min) Geoff

  • Ad-hoc committee interviewed 4 candidates.
  • Engagement Letter: https://drive.google.com/a/edmontonbikes.ca/file/d/0B11PfbtGMFFuekpjS3RGaThDQjRweWpvaUVZTlQ3c0NscXVR/view?usp=sharing
  • Discussion notes:
    • Found that 3 candidates were suitable, all reviewers agreed on the best candidate
    • Intro meeting would take place Monday or Tuesday next week
    • Chris: Can we add AGLC report to the engagement letter
    • Firm is in Redwater, accountant who will be doing bookkeeping lives in Edmonton
    • Last meeting, committee was given authority to select/engage bookkeeper
    • Two executive members will sign the engagement letter


  • Action Items: Two signing authorities will sign the engagement letter by Nov 16, 2016.

CRA Application Update (10 min) Jon

  • Discussion notes:
    • Jon called the adjucator and a few things became evident
    • Erred in restricting responses to space in application - could have said 'see attached' and attached as much as desired
    • Key issue is BikeWorks program - clearly not charitable - would need to find a way to make this a charitable program
    • Possibly split into separate organizations, but that would require a separate
    • YCR2 - 'we were all over that' - would be no problem
    • Should we respond to this? Only if we can address all concerns.
    • Would have to figure out how to fit BikeWorks into one of the areas: eliminating poverty, advancing education, improving health, protecting the environment ...
    • Being not for profit is not enough to be charitable
    • Jonathon withdrew application - we are at complete liberty to reapply. There is no bias in having sent in a previous application.
    • Q: Do we need to change our objects prior to submitting application? A: No, but you should have them drafted - but don't change anything until you hear back
    • Where we go from here - Should be a top item to discuss for Friday night / retreat
  • Action Items: Board will discuss at our retreat Nov 16-18.


New Business

Karl Tracksdorf's Resignation

  • Karl very sadly had to tender his resignation from the board
    • Karl has to move to Ontario for employment / residency issues
    • Very much enjoyed being on the board, is sad to go, and hopes to be back some day
MOTION
To accept Karl Tracksdorf's resignation.

Moved: Anna
Seconded: Seraphim
Aye No Abstain
All

Passed

Board Orientation (90 min)

  • EBC Vision, Mission, Objects - Seraphim
  • Structure of organization - Anna
    • include communication structure (who directs who)
    • include EBC board responsibilities as an employer
  • Bylaws - Michael
  • Director Job Descriptions - Jasmine
  • Code of Conduct, Conflict of Interest - Adrian
    • include signing conflict of interest form
  • Governance (board) vs. Management/Operations (Exec Director/staff/volunteers) - Jeremy
  • Financials 101 - Geoff
  • Committees - Nancy
    • include general overview of why & how committees are great for non-profit boards (also who can be on board committee)
    • could include names of operational (staff & volunteer) committees to distinguish between governance vs operations
    • do not include name, purpose, membership of EBC committees at this time - will do at retreat
  • Respecting each others’ time - Karl
    • include culture of board, how to have efficient board/committee meetings, "air time", diversity of opinions/views/experiences, etc.
    • include Rusty's Rules of Order
  • Communications - Anna
    • include internal comms (eg common files in Google Drive)
    • include external comms (eg website, social media, wiki, Official Spokespersons policy)
  • Retreat prep/homework - Jon


In Camera Session

MOTION
To go in camera.

Moved: Nancy
Seconded: Anna
Aye No Abstain
All

Passed
  • Please list how long you believe your topic will take to discuss:
    • Nancy (15 min)

Adjournment

MOTION
To adjourn the meeting at 10:00 pm.

Moved: Geoff
Seconded: Anna
Aye No Abstain
All 0 0

Passed