Board Minutes September 2013

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Approved at the October 2013 board meeting

EBC Board Meeting Minutes for September 2013

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

  • Location: BikeWorks South, 2nd floor meeting space, 10047-80 avenue (enter via alley)
  • 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: Leila
  • Minute-taker: Justin
  • Food by: Caylie
  • Board attendance: Anna, Neil, Sarah, Bernadette, Caylie, Leila, Justin, Chris Corrigan (6:48)
  • Staff attendance: Chris Chan, Coreen
  • Regrets: Kristin, Paul
  • Absent: Jason
  • Guests: None

Call to Order

  • Meeting called to order by Leila at 6:38pm.

Approval of Agenda

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

Approval of Last Month's Minutes

  • Motion: To approve August 2013 minutes. Motioned by Anna. Seconded by Leila. Motion Carried.

Logistics for Next Meeting

  • Discuss Oct through Dec meeting dates to accommodate fall schedules/availabilities.
    • October 16
    • November 20 - Book room on campus
  • Date: Wed Oct 16
  • Location: BWN
  • Chair: Sarah
  • Minute-taker: Justin
  • Food by: Neil


  • Board Retreat with new and outgoing board members = Fri-Sun Nov 1-3, 2013

Reports

President's Report (5 min)

President's Report September 2013

  • Discussion notes:
    • No discussion, as points are touched on during other agenda items.

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

Treasurer's Report (20 min)

A preliminary financial report is attached. I believe there's still a couple of things missing, potentially around $2k in expenses:

  1. - I believe there should be an expense for purchasing bike racks. Right now I've only seen a deposit, not the final purchase cost, but I've seen revenue for both.
  2. - Tara has said she has some expenses that I haven't seen yet.
  3. - There's about $400 in revenue for the ABBCC conference ($200 fees, $200 donation), but no expenses yet.

Regardless of that, we're at the conclusion of a phenomenal financial year, where we've blown our expectations out of the water. The North shop has met its revenue targets for the year, and the south shop has been busier than I thought was possible. We're in an excellent position to deal with the uncertainty of leaving a space that has been a fantastic base over the past 10? 15? years. We currently have approximately $125,000 in unrestricted cash to cover our costs going forward, in addition to our casino money.

I'd also like to discuss bringing a motion to the General meeting authorizing the board to take on a mortgage. As per our bylaws, borrowing authorization must be approved by the membership, and having it in hand provides us with the ability to consider properties for sale in addition to leases. With our current cash balance, we can likely purchase properties up to $500k (with a 20% down payment) without much difficulty, and the monthly payments would be in line with what we're currently discussing for leases, depending on interest rate, somewhere around $2,500-$2,800.

If we receive membership approval on October 6, we will not have to reconvene if we go in that direction.

  • Discussion notes:
    • Neil: In the best health since I've been on the board. A fine time to run into location issues. If we have not found a lease by the AGM, may ask the membership to approve us taking on a loan. Debentures are a bond and would require a special resolution, which requires advance notice from the board to the membership. But a mortgage just requires a regular motion at an AGM. If we want this, it should be on the agenda at the AGM. We need to pick a limit. $2500/month would mean a $400K mortgage. Leila: how long would that be? Neil: 20 years. Don't usually get a fixed rate for more than about 5 years. We could run into a difficult situation in the future. Bernadette: what is the likelihood of finding something in the price range in this area? Neil: Chris sent out two today.
  • Action Items: Neil will craft a motion for the AGM by the AGM.

Motion: To approve the Sept 2013 Treasurer's report as presented. Motioned by Anna. Seconded by Bernadette. Motion Carried.

Executive Director's Report (10 min)

Executive Director's Report

  • Discussion notes:
    • Neil: What are the membership numbers? Chris Chan: 836. Sarah: Would it be reasonable to purchase software to run the database? I'm familiar with some that would be reasonably priced. Chris Chan: If you have ideas, we can look into that. I have fixed the glitches, and all of our stuff is currently synced, so we would likely lose these features with a purchased software. But send me some links. Anna: We need to figure out how much of a priority the election is. Chris Chan: My question was around how much we should try to make cycling an election issue. Leila: Thoughts? Caylie: ActivatEd might be doing that already. Anna: They're doing an endorsement campaign - one candidate from each ward. They are supporting progressive candidates, and providing information around sustainable transportation and housing/development density. They're very partisan and we have typically run non-partisan campaigns, so we couldn't back them, but they are giving information. Sarah: I wonder if we could do one question, or a scaled back version, because Chris' list is intimidating. Chris Chan: Most of the people in the election are indicating that hey don't want cycling to be an election issue. They would rather get progressive candidates in and push it through after. But our membership needs to know who to vote for. Anna: We could put out questions to be asked by cyclists going to forums, but not necessarily coming from EBC. Could ask over social media as well. Caylie: Chris raises a good point about the dangerous place for candidates that cycling is right now. People are frustrated with Tour of Alberta shutting down downtown recently, so we may want to do damage control. Leial: Anything new to add? Sarah: action plan? Anna: Can I suggest questions ready for Oct 1st for our members to ask? Chris Chan: Questions made by me? Anna: Yes, canned questions. Just simple information backgrounder and questions. Oct 1st should probably be the latest because there are so many election things already. Sarah: Is there some support you need? Chris Chan: Send in suggestions or thoughts to help create the questions. It's easy for me to create something at that. Leila: Anything new on the report? Caylie: Are we talking about bike building applicants at this meeting? I couldn't find anything in the agenda. Chris Chan: Coreen, do we want board feedback? Neil: We just want to make sure it's not just a social space. Sarah: Do you need time to talk about this? Coreen: Yes, I have run a couple scenarios we could talk about.

Motion: To approve the Sept 2013 ED report as presented. Motioned by Caylie. Seconded by Sarah. Motion Carried.

BikeWorks Report (10 min)

| BikeWorks Report September 2013

  • Discussion notes:
    • Sarah: Is there something specific you need board support with? Coreen: Planning the last party. Chris (Chan) and I will be really swamped with everything else going on. Sarah: I could do that. Chris Chan: There is a fundraising aspect to that. Sarah: Yeah, the auction. Leila: Anyone else? Caylie: I will. Anna: Volunteer party part 2 was slated for the fall, so some of the budget could be allocated to that. Neil: Also alcohol from a toonie bar wouldn't count against a budget since it's profitable. Coreen: Anything else from the report? Anna: Not something you mentioned, but do you know if BWS volunteers intend to volunteer at BWN in the meantime? Coreen: It's been mixed. The closer the new space is to here, the more continuity in volunteer base we will have. We have had people step up to help us move too, which is important. Leila: Any further discussion?

Motion: To approve the Sept 2013 BikeWorks report as presented. Motioned by Leila. Seconded by Caylie. Motion Carried.

Staff Review Committee Report (5 min)

ED Review from July 2013

  • The Staff Review from July has yet to be completed
  • Leila is only remaining person on the Committee. Who else is interested in sitting on this committee?
  • Discussion notes:
    • Leila: Anyone interested in sitting on the committee to complete it? Caylie: What's involved? Leila: Just need to add the completed goal setting portion. The report is already written. Sarah: When would you be looking to work on it? Leila: The ball is in Chris Chan's court. As soon as he returns the completed goals we will be able to meet. Sarah: I will. Caylie: Keep me posted.

Charitable Status Committee Report (5 min)

  • Update from committee on where this is at... What needs to be done? Can we submit before AGM? Before Dec 1?
  • Discussion notes:
    • Sarah: Nothing to report. Need to recruit a new board member with fresh eyes to look it over. December 1st is a reasonable time-frame. Leila: Not my strong suit. Sarah: I'm busy right now with the AGM and conference. Chris Corrigan: What skills would be involved? Neil: We need to gather representative media samples. Most of the writing is done, but the longer it takes, the more what is written will change. Also, we are $1500 away from small supplier status and may need to apply for a GST number. Not an insignificant amount of work to upkeep. Leila: Is there anything we need to do? Neil: Need to keep 12 month rolling books. Not super concerned, but would need someone to look over that. Paul would be a good person to look at that. Bern: Does this affect our charitable status? Neil: In the sense that the government will be keeping track of our finances, and so can look at whether we've been on the right side of the law in terms of paying and charging taxes. Chris Corrigan: I would like to help with the media gathering. What are the criteria? Neil: It needs to be specifically mentioning us. Paid advertising. Sarah: If you want to meet up after the AGM, I can do that. Chris Chan: Is the GST thing complicated/important enough to put an accountant on? Neil: The numbers are there, it's just which lines to count. If we know a lawyer who knows tax issues, that would be the best place to ask. Anna: I would be happy to look over the report. Leila: Any more discussion?
  • Action Items: Sarah will schedule a meeting with Anna, Chris Corrigan, and Caylie after the AGM.

Alberta Bicycle Commuter Conference Committee Report (5 min)

ABBCC Committee Report

  • Discussion notes:
    • Sarah: Everything is booked and going forward. Balanced right now for budget. This will change depending on attendance. We need people power. Specifically volunteers to help, from the board or our membership. They would be welcome to contribute throughout the weekend. Free attendance to the conference, but need to pay their own way down to Red Deer. Leila: We can put out a call to the board who is not here, can Coreen or Chris Chan send something out to volunteers? Coreen: Yes. Sarah: We also have no more infrastructure speaker. If you know of anyone, let us know. Chris Chan: Red Deer individuals would be interesting because they have the interesting experience of having put in bike lanes and then ripping them out. I would love to talk, just waiting on my work schedule. I can put a call out on our social media.

Motion: To approve the Sept 2013 Conference Committee report as presented. Motioned by Caylie. Seconded by Bernadette. Motion Carried.

Current & Completed Business

Updates on Action Items From Previous Meeting (5 min)

BikeWorks South New Location (25 min)

Real Estate folder

  • Location ad-hoc committee to be struck?
    • Terms of Reference to determine level of decision-making authority, budget, reporting, etc.
  • Review of select locations:
    • 10425 79 avenue
  • Decision points to decide as a board (or committee):
    • Budget: Neil initially suggested $2,500-$2,800/mo
    • Timeline:
      • Nov 1?
      • Storage over winter; look for space; open in spring?
    • Type:
      • Lease office/retail space (solo or as partner)(parameters for partnership?)
      • Lease industrial space
      • Rent house and convert to shop
      • Lease space in decommissioned school?
  • Discussion notes:
    • Anna: I don't know what the decision was at the August meeting. Justin: There was a committee. Bernadette: But people weren't really available. Anna: I suggest terms of reference because we need to know what kind of authority the committee would have. Leila: Is there someone who wants to be on such a committee? Caylie: Can we wait until the end of this discussion? Anna: Other spaces from Chris Chan's report weren't in here, but we should review those too. Leila: This is the seriously considered space. Neil: Just over $3000/month. Leila: Does that include operating costs? Neil: Yes. Coreen: I just found a listing at 76 ave and Gateway, haven't heard back. Neil: Would like to talk about budget and committee authority. I think we should set a maximum and give the committee the authority to put in offers within that limit. Sarah: Do we need to have someone to draw up a contract in the event that we do want to put on an offer. General agreement that realtors should be able to do that. Chris Chan: We do have our existing contracts to go on. Anna: Should we discuss the budget? Leila: Originally $25-2800/month with utilities? Neil: No, not including utilities. $2500 was the target. $3000 is achievable provided that we're close to where we are, and probably a store front. In another alley location we won't be able to facilitate that extra 10% of growth to accommodate the increase. Calyie: Do we have a list of must-haves? Anna: No, that's what I was thinking we would need. Leila: We can talk about that or terms of reference of committee. Chris Chan: Not sure where that is going. Coreen or I would be able to say that a property would or wouldn't work upon entering a space. From then it's just determining whether the positives and negatives add up. Sarah: I would find this helpful, I didn't know what I was looking for at all in going into spaces. Anna: Not necessarily amenities, but aspects of the location and size and whether we would need to partner. Chris Chan: What it is in my mind is the list of absolute musts is really tiny. A matter of balance. Caylie: It has seemed that we're looking at ones outside of our parameters. I'm afraid that our search is becoming more date-focused, and compromising a vision for a space in the future. Would be interested in exploring some other options for the next six months, whether that's storage, or a small space with just tools and no retail. Neil: The extent to which we've been date focused, if there is an opportunity that might work, I don't want to miss it and not have anything in the market for less than $5000. Sarah: What is our back up plan? What if we don't have a south shop by March? Neil: It doesn't stop our operations. It would be a big hit, the same as getting a space that is twice as expensive and spending $10,000 to get it up and running by the Spring. Ran budget scenarios, either finding a place or not would put us in the more or less same position in the short term, but if we didn't have a new shop it wouldn't leave us in the place to remedy that in the longer term. Sarah: I would be interested in partnering with a new immigrant organization. More interested than continuing to look at places. Leila: Weary around going into partnership with organizations that may have a much shorter longevity than we have. Might want to look into putting into storage and then look at a mortgage. Anna: What should the terms be for the committee? Neil: Should have the ability to consider partnerships, but would have to at least put to an email vote to figure it out. Caylie: Partnering puts us on a very different timeline of relationship building. I agree that we are time constrained, but would like to see our goal be in a place by the Spring, rather than early Winter. That time would give us space for relationship building. Neil: If we go to late, it will take 3-4 months to get it up and running. We would have a hard time getting it done for Spring. I would want the committee to look at 5+ years at a minimum, 10 years is best, so that we can get matching grants for renovations. Coreen: I think the committee having as much flexibility as possible is best. Need to be working with the market. Leila: Justin? Justin: I was concerned about the speed with which the discussion happened when there was a place that looked like it might work. I would like to see us go at a pace where we can look for places but not get into an email panic when something comes up. Also moving it to the committee level would reduce the hectic nature of those threads. Coreen: Was I getting all the emails? Neil: Likely not. Coreen: I would have been able to see some of the places mentioned. Anna: You and Chris Chan should be on the committee. Chris Chan: There wouldn't be a committee without us. Neil: Basically authorize the committee to make offers but give us emails and 24hrs to respond. Found the opposite, the emails weren't moving fast enough. Need to move fast on ideal properties. Not sure how to best balance this. Bernadette: Make an offer and come to us to say 'what do you think?' or come to us and say 'we'll make an offer at 4 tomorrow, this is it'? Neil: Thinking the latter. Bernadette: Can we put conditions on an offer? Leila: That makes our offer less desirable. Bernadette: Just want to know if we can make an offer and back out. Leila: recommend that we find a realtor we feel comfortable with. Sarah: I suggest that if anyone has any other contacts, we discontinue working with the person we have been. Anna: in the interest of moving this to the committee level, can we think of a list of things we want the committee to present us with? Caylie: loved pro/con recommendations. Even if it is the selection, it can be useful to see the cons to make a judgement. Leila: Price, length of lease. General brainstorming: Location, square footage, accessibility, entrances, accessibility to bike routes, transit, plumbing, things that can and can't be changed. Outside space. Neil: What I need most is, do they think it's marginal, looking for opinions. Do they think we could be a success there. Leila: We've been talking about this for a while, do we want to strike this committee. Anna: Ask for a recap of committee asks. Sarah: Leila mentioned sticking with industrial space. Coreen mentioned retail being a change but being able to work with it. Neil: I would be comfortable leaving this to the committee. Based on the space. Coreen: Based on 'how can we make this space work for us.' Does come down to core philosophy and what our values are. Needs to happen on an organizational level. Chris Chan: This can happen outside of the location discussion. Leila: Important to discuss on an organizational level. Neil: Constructs a motion. Anna: Friendly amendment. Leila: Anyone who wants to be on this committee? Sarah: Would be in contact, but can't be on the committee. Neil: Need to have flexibility. Caylie: Would you like to search places? Sarah: Would rather meet people than be on the computer. Anna: Available after the municipal election. Caylie: Daytime flexible, but hesitant to do searches. Leila: I will send out an email to the whole board about it.
  • Motion: To strike an ad hoc committee consisting of Chris Chan, Coreen and two board members for finding a new location with authority to make offers committing EBC up to $3000/month in rent or mortgage, and operating costs on spaces they deem appropriate. The full board must be given 24hr email notice and opportunity to object before offers become legally binding. Motioned by Neil. Seconded by Leila. Motion Unanimously Carried.
  • Action Items: Leila will send out an email to the board.

Budget 2013-2014 (10 min)

  • Review proposed budget which will be presented at AGM
  • Discussion notes:
    • Neil: What we'll be presenting to the membership is the option B: finding a new home budget. Based on finding a new shop in the middle of Winter. Closure won't affect revenue much, since it's during the slow months. Budgeted to spend $10,000 on renovations, consistent with what we did at the North shop. Leila: Any further discussion? Neil: We need to approve it. Sarah: Don't have money for the AB Bike conference for prizes for attendees. There doesn't seem to be significant interest in amending the budget for this. Anna: Want to consider staff development, including representation of EBC at BikeBike. General agreement in excitement for the idea. Caylie: Curious if the idea of paid time off is interesting to staff. It is indicated that they are not necessarily able to take such a thing. Neil: Would like to see the staff come to us with requests over and above the budget. Anna: Would like to recommend increase of $400 to board and staff development. Caylie: Full time only? Anna: Yes.
  • Motion: To approve the 2013-2014 budget with a $400 increase to board and staff development, earmarked for full-time staff use. Motioned by Leila. Seconded by Anna. Motion Carried.
  • Action Items: Neil will amend the budget by the AGM.

Staff Group Benefits Plan

  • Neil via email: "One of the steps in putting together a group benefits plan is determining eligibility (required length of employment and hours worked per week). I would suggest something along the lines of:
    • All employees employed full time (30 hours per week or more) on contracts lasting 6 months or longer will be eligible for benefits immediately upon hire.
    • It's been my experience that everywhere I've worked always has a "wait three months" provision in their policy, and then waives it in contracts, which seems silly.
  • Discussion notes:
    • Neil: Was required for Blue Cross plan. Contract is made.

Election 2013 Campaign

  • Update on plans?
  • CycleEdmonton.ca
  • Idea from Board Mid-Year Retreat to ask members to organize Ward Bike Rides and invite the candidates running in their ward to attend. Ride the neighbourhoods to educate on types of bike infrastructure (bike lane vs MUT vs sharrow) and identify strengths and weaknesses of active transportation in the ward.
    • could announce this opportunity at AGM?
  • The Local Good has been receiving and publishing candidate surveys: thelocalgood.ca/election-2013/
  • Mack Male does a weekly roundup of info about election news (candidates, events, media, etc): blog.mastermaq.ca/tag/election-2013/
  • Edmonton Election Tumblr: edmontonelection.tumblr.com
  • Discussion notes:
    • Already discussed.

New Business

VP until end of 2013 term (10 min)

  • Interim VP position needs to be filled for the term. 2013-2014 Executive will be voted at the Oct Board meeting or Board Retreat...
  • [VP Job Description]
  • Discussion notes:
    • Leila: Don't have one. Neil: I would be fine to do that.
  • Motion: Appoint Neil Carey as VP until end of November. Motioned by Sarah. Seconded by Leila. Motion Carried.

Interim board member for vacant position (10 min)

  • Anna: Since Lee has resigned as of Sept 10, should we appoint the candidate who tied with Jason as interim board member?
  • Discussion notes:
    • Leila: Was some discussion online, but nothing decided for sure. Two perspectives, one around the length of time left making it pointless, one around having extra help to take on the work we have to do before December 1st. Chris Chan: Would see the short length of term as a way to get involved that is low-stakes.
  • Motion: Contact Meghan Thiessen to offer interim board position until the end of November. Motioned by Leila. Seconded by Caylie. Motion Carried.
  • Action Items: Anna will send out email to Meghan offering the position

AGM committee (10 min)

  • Bernadette to confirm logistics
  • Anna: need to strike an ad-hoc committee to organize the details of the AGM
    • eg. Duties from 2011 AGM; Duties from 2010+2012 AGM
    • food?
    • set up and tear down
    • welcome table with member packages (printed agenda, minutes of 2012 AGM for review, financials, proposed budget, slip for voting on motions, ballot for voting on board candidates, etc.)
    • volunteer awards - organizing nominations, writing speech, presenting awards
    • door prizes
  • President's Report to be prepared and presented
  • Treasurer's Report to be prepared and presented
  • Discussion notes:
    • Bernadette: Time has been amended for the rental. Will be an extra $25. Anna: Needs to be a committee, because Bernadette didn't sign up to take on all the logistics work. Neil: We have $100 budgeted for food. Bernadette: Baked goods and veggies are good. Sarah: I will coordinate. Anna: Neil and I will work on package to receive at the door.
  • Action Items: Volunteer Awards: Bernadette, Chris Chan and Coreen to work on nominations and selection for volunteer awards. Doorprizes: Chris Chan, Chris Corrigan.

Hiring a Bike Builder

  • Discussion notes:
    • Coreen: We got a lot of interest from both volunteers and non-volunteers. Put together a couple of scenarios. One is hiring on one or two people. Another is leaving it open to a lot of people who we pay per hour, bike, or per value added to the bike. Leaning toward having the builders set the price of the bike. Might have problems with consistency/quality control. If it was more permanent we'd have to test them. If we were more retail oriented this might be a way we'd have to go. Worried about people being discouraged from volunteering. Should do both North and South side so we can clear some out from the North shop for moving stuff over. Chris Chan: Possibility of hiring a person from each shop to provide consistency. Coreen: From my experience from running bike building, would be better if the person we hire is not in charge of bike building nights. Bernadette: My question was whether it is intended to be drop-in or all at the same time, but you answered that. Leila: Off hours drop in would be better than all-at-once. Neil: This is getting much more complicated than we imagined. Coreen: Concerned that per bike would encourage shortcuts. Leila: Value added would require Coreen to be the one to assess bikes before and after. Coreen: There can be surprises with bikes, so that might not be the most efficient way to do it, or use of my time. Leaning toward a smaller number of people we really trust their skills. Chris Chan: I'm imagining a master mechanic who sets the price someone would get for work on a bike. They would also work on bikes and have the final say. Bernadette: Is this something we have to approve at the board level? Neil: We have to approve the money side. I'm stressed at the vagueness and lack of a fleshed-out business model. Committed all of our profit from this year, and nervous to take a risk without a good idea of what we stand to gain at the end. Chris Chan: Coreen and I can work out the details and present it for email approval for the board.
  • Action Items: Chris Chan and Coreen will work out a detailed plan for hiring bike builders and present to the board for approval.

In Camera Session (__ min)

  • Motion: To go in camera. Motioned by Leila. Seconded by Sarah. Motion Carried.

Adjournment

  • Motion: To adjourn the meeting. Motioned by Leila. Seconded by Everyone. Motion Carried.