HAVEN FOUNDATION

Board of Directors Meeting

September 17, 2004

 

Minutes

 

The meeting was called to order by Chairman Dick Sass at 10am.  Other Directors present were David Raithby, Paul Robillard, and Mark Gunderson.  Directors absent were Connie Munro, Laurie Kelley and John Gill.  Also joining the meeting was the Board counsel, Gerry Owen and Advisory Council member Rick Jackson.  Visiting the meeting as a guest to report on financial controls was Jane Conner, CPA.   Ms. Conner volunteered to record the minutes of the meeting.  It was determined that a quorum was present and the meeting could proceed.

 

The Minutes of the August 12, 2004 meeting were accepted. 

 

Gerry Owen provided an update of the status of the 501(C)(3) application for the Haven Foundation in the United States.  He explained that one document evidencing Directors Resolution was required, and had been delayed due to a reduction in Directors from three to two.  He had determined that two Directors was still acceptable.    All documents had been sent via Federal Express to Washington for filing.  The change in directors had caused about a three week delay, and he was hoping that the 501(C)(3) status could still be effective for 2004; but was no longer certain due to the delay.  He also suggested the Board consider the Directors Insurance issue, which had been the cause for the delay.

 

In reviewing Board appointments, it was determined that a Board resolution was required for Directors Mark Gunderson and Connie Munro.  A resolution supporting the appointments of Mr. Gunderson and Ms. Munro was made, seconded, and approved.

 

Dick Sass led a discussion regarding Board member John Gill, and Mr. Gill’s  consideration of his Board service availability, due to other demands for his time.  Clarification was required regarding whether this would related to his positions as a Director or as a Member, or both.  The consensus of the Board was that Mr. Gill was a key member of the Board and of the organization, and the Board would not accept a resignation, should it be provided.  Mark Gunderson mentioned changes in Board structure and duties, to be discussed later in the meeting, would assist with the time requirements of Mr. Gill.   No official action was taken by the Board at this meeting.  Mark Gunderson will meet with Mr. Gill soon to further discuss this situation. 

 

The next item of discussion was an Advisory Council appointment of Gerry Owen. A motion to appoint Gerry Owen to the Advisory Council was made, seconded, and approved by a vote of the Directors present.

 

Dick Sass then asked for an update on the Bursary Program.  Paul Robillard reported that there were no additional updates at this time.  A motion was made and seconded, and the Board approved the Bursary Program with a resolution. 

 

Dick Sass then provided the Board with information regarding the hiring of Jonathan Diderich.  Mr. Diderich accepted a position as Marketing Director, to be effective October 1, 2004.  Mr. Diderich would spend the first two weeks of his employment writing specific plans for marketing outreach.  That plan will be shared with the Board at its next meeting.  The Board will provide its comments regarding the initial plan, and will be advised as to status of the plan with updates as the year progresses. 

 

Lorena Lauzon, Finance Supervisor, then joined the meeting to discuss the financial report for Haven Foundation.  Lorena indicated that summer had been better than the previous portion of the year, but not as good as it could have been.  Two conferences previously booked had been cancelled at the thirty-day point, primarily due to the conference not getting the required attendance.   Lorena also provided the board with an example of conflicts in use of the property.  In this example, the resort had an opportunity for full booking of its facilities for a week’s period; but class schedules prevented using the entire facility.  Classes in this example were not core classes, and one of them did not have significant attendance.   The Board determined that an Overflow plan should be developed.  A question also was raised regarding Haven’s policy, actual or perceived, by its employees and management.  Does the policy of prioritizing the Haven Institute lead to “no flexibility, which leads to missed opportunities, which would support the organization in the longer run.”

The Board determined this issue would require more in depth discussion, and involvement of other stakeholders, so it was tabled at this time. 

 

Lorena indicated that the focus should be on ways of increasing revenue rather than decreasing costs.  The Budget for 2005 will be started in the next few months. Lorena then passed out financial statements for Haven Foundation for the year ended June 30, 2004.  Accounting and legal expenses were primarily to Blake Bromley regarding reorganization of the entities.  There were no disbursements for scholarships prior to June 30. 

 

Lorena then left the meeting. 

 

The Board then discussed course statistics, and generally decreasing operations results over the past several years.  While the Come Alive Program had actually increased participants comparing 1998 to 2004 (1835 vs 1950), the Phase programs had 2400 in attendance in 1998 vs 938 in the current year.    General cash requirements of the organization were discussed, including the mortgage payments. Impact of debt service as viewed by potential donors was also discussed in that those dollars do not propel the purpose of the organization.  The Board then discussed expectations, and the need for them to be clearly communicated. 

 

At the request of Dick Sass, Jane Conner then presented an overview of a cursory review of the financial statement formats and contents.  Ms. Conner’s primary concern was that the financial statements as presented did not correctly display direct costs of the business unit directly with the unit’s revenue, and therefore, actual cost of the units may not be properly considered in the pricing of Haven’s resort operations and classes.  As an example, Property tax was an allocated cost to all three units, based on the month’s revenue.  Property tax should be considered as a direct cost of resort operations.  Ms. Conner and Dick Sass had reviewed the report with Lorena prior to the Board meeting.  Lorena and Jane will work together to provide reports and classifications which will assist management and board decision-making processes.  A copy of the report is attached to the minutes.

 

Mark Gunderson then discussed Board responsibilities and provided five documents for the Board’s consideration.  They included:

            Statement of Board Governance Guidelines

            Governance Committee Terms of Reference

            Finance and Audit Committee Terms of Reference

            Development Committee Terms of Reference

            Draft Fundraising Strategic Plan

 

Mark asked for input from the Board members and other stakeholders regarding these policies, and action to be taken at the next Board meeting following review of these documents by interested parties. All documents should be stamped with “Draft” prior to discussions.   Dick Sass will review the reports with Management, Lorena, and Ben and Jock.  David Raithby will review the documents with faculty, including Joann Peterson and Linda Nicholls.  Paul Robillard will seek comments from Connie and Laurie.  Comments should be provided to Mark prior to the next meeting so that appropriate changes can be made in the final copy provided to the Board at its meeting. 

 

The Board discussed a potential Audit Committee format, considering that other committees could be similarly designed.   The format was as follows:

 

 

Mark Gunderson requested for the interim period that he be allowed to Chair the “Governance Committee to be” and the “Fundraising Committee to be” in order to start activity in those areas immediately.   He will begin working with Board members to develop a list of 20 stakeholders as Candidates for the Board of Directors or financial contributions.

 

The Board then authorized the following actions:

Mark Gunderson will speak with Meg Clarke regarding marketing focus, and will seek input from her at the next Board meeting.

Mark will request management determine the feasibility of a speaker phone in the Board room, or other appropriate location for meetings so absent board members can attend via phone.

Look for a secretary to the Board.  This can be someone from Haven staff or a volunteer.

Follow up on the status of moving Land and Buildings from PD Seminars to Haven Foundation.  Mark and Paul will discuss with Gerry and Blake, and seek an

understanding of the costs involved, including transfer tax, if any.

Paul will look into the question of Directorship at PD seminars; if one is required, and the liability issue, if so. 

 

The next meeting was set for Friday October 22 at 10am.  Mark pointed out that his previous memo mentioned the 15^th, so Dick should override that notice.

 

The meeting was adjourned at 2:35.

 

                                                                        Respectfully submitted

 

 

 

 

                                                                        Jane K. Conner

                                                                        Acting Secretary