Minutes for Meeting of February 24, 2006

Havenhaus Session Room, The Haven Resort & Institute

 

Attending: 

Board:  Dick Sass, Mark Gunderson, Rick Jackson, Tom Lesosky, Linda Nicholls, Laurie Kelley (by phone), Connie Munro (by phone)

Ex-Officio Members:  Gerry Owen, Randy Wong

Management: Ernie McNally, Cathy McNally

Apologies:  Suromitra Sanatani, David Raithby, Paul Robillard, Bryan Croeni, Ron Adkins

 

Call to Order at 10:05am by RGS.

 

1)      Executive Director

a)      The Governance Committee’s Report on the draft Accountability Agreement for Rick Jackson, with proposed revisions, was reviewed and discussed.

 

Moved by MG, and

Seconded by LK,

 

“That The Haven Foundation Board enter into the Accountability Agreement, as amended, including proposed compensation.”

 

Carried Unanimously.

 

[Note:  RJ abstained from the above vote due to potential conflict of interest.]

 

b)      RJ recommended that the accountability process by done by all Board Directors, and noted that this would be up to the new Chair.

 

2)      Chair Selection

a)      MG informed the Board that Bill Chalmers:

i)        has agreed to be the Board’s Chair for the rest of 2006, which means three more meetings).

ii)       will be a Director but have no vote.

iii)     was taken by the unanimous support of the Board for his chairmanship.

iv)     wants a Vice-Chair and MG has suggested PR.

v)      wants the accountability agreement in place with RJ

vi)     wants a review of RJ at the May meeting, and

vii)   notes that the role of the Board and the Chair will likely be less this year than last year.

 

Moved by MG, and

Seconded by LN,

 

“That Bill Chalmers be elected Director of the Haven Foundation, and elected Chair.”

 

viii)  GO noted that this is okay to do because the Board is filling a temporary vacancy; then will follow-up with a Member phone meeting on this and could also remove RJ from his Director’s position and change his status to ex-officio.

 

Motion Carried unanimously.

 

3)      Resignation of Chair.

a)      RGS advised that he will step down as Board Chair, and Board Director, immediately following this meeting.

b)      Several Board Directors expressed their appreciation for what he has contributed.

c)      RGS’s wife Jennifer was also acknowledged for the impact his involvement with the Board has had in their lives.

d)      RGS agreed to be an non-voting Ex-Officio Member of the Board.

 

4)      Executive Director Status with Board

a)      MG outlined the options for RJ’s status with the Board given his new position as Executive Director:  either voting Director (status quo) or non-voting Director.

b)      RJ noted that he would commit to not voting in a potential conflict of interest situation.

c)      It was the consensus of the Board that RJ’s status as a voting Director remain as is.

 

5)      2006 Board Meeting Schedule

a)      The previous 2006 schedule was based on meetings approximately every 6 week.  Given that the Board has determined to have three more meetings in 2006, a new schedule for the remainder of 2006 was agreed upon.  All meetings to take place at The Haven.

 

Friday, May 26, 2006 @ 9am.

Friday, September 22, 2006 @ 9am

Friday, December 15, 2006 @ 9am

 

6)      Committee Memberships

a)      MG noted that any changes in committee memberships should happen now, in concert with other changes occurring.

 

7)      Managers’ Evaluation

a)      RJ advised that the Governance Committee met with the Managers this morning, with the follow outcome:

i)        The Managers chose to not read the evaluations which had no identified authors, preferring direct feedback instead.  In this regard they provided a written summary of their perspective on how this evaluation has been conducted.

ii)       The Managers emphasized that they are very much open to feedback and dialogue.  They have suggested a 10 day window in which any Director who would like to provide feedback directly could contact LK (who has all of the originally solicited feedback) and ask that it be forwarded, with their name.

iii)     The Managers have requested that, in the future, information, discussion and questions be brought to them directly.  If there are further concerns, the request is that these be directed to the RJ (the Executive Director).

i)        TL requested that his evaluation be proved to the Managers.  RGS requested the same.  LN advised the Mangers that she would speak to them directly about her comments.

i)        LK offered to send an email to all of the Board Directors, offering to provide their original evaluations to the Managers upon request, with a copy to the Executive Director.

 

1)      2006 Budget

a)      RJ advised, in the absence of the Audit and Finance Committee Chair, that the Committee has met and has recommended approval of the budget dated January 31, 2006.  He noted that there are three principles key to this budget:

i)        Zero-Based Budgeting

i)        $150,000 Reserve Fund

i)        Zero Deficit

He continued with an overview of the implications of this approach.

a)      There was lengthy discussion about the implications of this approach, including the costs and benefits.  Some of the issues raised included:

i)        GO asked if any additional money might be directed toward Cost of Living Increases for staff.

i)        CM wondered if there is money for covering proprietary course leader travel expenses.

i)        LN noted that proposed increases in proprietary leader fees was not addressed, and wondered if the Reserve had to be exactly $150,000.

i)        TL noted that the China project will provide revenue, if it goes ahead.

i)        GO wondered about going to a bonus system for staff.  RJ noted that he likes the idea, and would like to study staff salaries.

i)        There was discussion about how the Board might address the proposed $8,000 leader/assistant travel allowance, the $16,000 staff Cost of Living Increase (COL), and the proprietary course leader increase of approx. $75,000.

i)        There was discussion regarding the current status of China and International courses, and the estimated revenue from these.

 

Moved by CM, and

Seconded by TL,

 

“That the 2006 Budget as proposed by approved.”

 

Meeting adjourned for lunch at 12noon.

 

[GO left the meeting.]

 

Meeting reconvened at 12:35pm, by RGS.

 

1)      2006 Budget (Continued)

a)      There was lengthy discussion regarding how to accommodate priorities and interests which were not being addressed within the proposed budget.

Moved by LK, that the motion be amended as follows:

 

“The PD budget is amended to approve a 3% COL increase for Haven staff (at a cost of approx $16,000) and an amount sufficient to reimburse travel expenses for Leaders and Assistants as agreed with the faculty in 2005 (approx $8,000) pending the receipt of adequate anticipated funds from the 2006 China project. Furthermore the Executive Director and Managers will continue to prioritize the matter of increased compensation for Leaders and Assistants who deliver proprietary programs at the Haven.”

 

Motion carried unanimously.

 

1)      Adoption of Minutes – Minutes of January 14, 2006 adopted unanimously, as amended.

 

1)      Special Reserve Fund

 

Moved by MG, and

Seconded by LN, that

 

“$30,000 be transferred for the Special Reserve Fund for the Executive Director’s compensation.”

 

Motion carried unanimously.

 

[Note:  RJ abstained from the above vote due to potential conflict of interest.]

 

 

1)      Education Committee Terms of Reference

 

Moved by MG, and

Seconded by TL, that

 

“The Education Committee Terms of Reference, dated February 20, 2006, be approved.”

 

a)      RJ provided context for the document, which he had requested be prepared by the Governance Committee.  He also presented some proposed amendments.

a)      CM had strong concerns about references to roles and positions, such as “Standards and Practice Committee” and “Director of Education”, given that  these may be changed in the future.

a)      There was lengthy discussion about how this committee should function, how it should be composed, and its reporting relationship should be with the Board.

 

Motion carried unanimously.

 

Moved by RGS, and

Seconded by LN,

 

“That Connie Munro be appointed Chair of the Education Committee.”

 

1)       Education Committee

Moved by RGS, and

Seconded by LN, that

 

“Connie Munro be appointed as Chair of the Education Committee.”

 

Motion carried unanimously.

 

1)       The Managers advised that that Scott Poole and Laurie Kelley have funded the distribution of the “There is a Place” DVD to all staff and faculty.  Much gratitude!

 

Meeting adjourned at 2:30pm.

 

Action Items:

1)      LK to invite Directors to advise if they wish their Managers Evaluations to be provided, with their names, to the Managers (invitation to extend to 10 days after this Board meeting)

1)      CA to contact BC regarding status of her role with The Haven Foundation vis-à-vis Executive Assistant

1)      RJ to advise faculty of Board’s decision with respect to the Education Committee.

1)      CA to ensure 2006 budget is posted to the website because it was not included in the agenda package.

 

Minutes recorded by:            Carole Ames

Minutes Adopted:                  May 26, 2006