Minutes for Meeting of September 22, 2006

Heron Session Room, The Haven Resort & Institute

 

Attending: 

Board:  Bill Chalmers, Mark Gunderson (joined at 9:15am), Rick Jackson, Laurie Kelley, Connie Munro, Linda Nicholls (joined at 9:15am), David Raithby, Paul Robillard

Ex-Officio Members:  Randy Wong, Gerry Owen

Friends of Haven:  Ron Adkins, Bryan Croeni (joined at 11:10am).

Management: Rachel Davey, Rick Jackson, Bill Leuze, Lorena Lauzon, Gill Robillard

Guests & Others:  Gwen Ewan (faculty); Carole Ames (Director, International Relations)

 

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Note:

A Board/Faculty Interface was held from 9:00am to 10:50am.  In addition to the attendees noted above, the following faculty members attended this session only:  Marlyn Farrell and Jane Olynyk.  This was not part of the formal Board meeting and formal minutes were not therefore recorded.

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1.      Call to Order of Formal Board Meeting at 11:10am by BC.

 

2.      The Haven Vision and Mission.

 

3.      Resignations.

a.       The Board noted that Suromitra Sanatani resigned as Director August 28, 2006.  She had been appointed October 17, 2005.  Tom Lesosky resigned as Director September 14, 2006.  He had been appointed April 3, 2005.

b.      It was agreed that RJ acknowledge these resignations in a tangible way, this being the sponsorship of a course in their names.  Given that no specific gift was made to Dick Sass (RGS) upon his resignation, it was decided to include him in this acknowledgement as well.

c.       MG noted that he is addressing exit interviews for SS and TL.

 

4.      Approval of Agenda.

a.       Item 6.f.2 moved ahead of 6.a; and 6.e to be addressed by Scott Poole upon his arrival at the meeting.

 

5.      Check-Ins.  This item was addressed during the Board/Faculty Interface prior to the formal Board meeting.

 

6.      General Board Affairs

a.       Approval of Minutes

Moved by MG, and seconded by LK, that the minutes of May 26, 2006 be approved.  Motion carried unanimously.

b.      2007 Meeting Schedule – The following schedule was approved:

 

All 6 Meetings Fridays, 9am - 4pm, at The Haven.

1.      Friday January 26, 2007 [followed by Faculty Meeting Saturday January 27?]

2.      Friday March 30, 2007

3.      Friday May 25, 2007

4.      Friday September 7, 2007

5.      Friday November 2, 2007

6.      Friday December 14, 2007

 

c.       Executive Director’s Report (distributed separately from agenda package).

                                                   i.      Director of Programs.

1.      RJ welcomed Rachel Davey to this position, and noted his appreciation to the Standards and Practice Committee, and the Education Committee Chair, for their assistance in the selection process.

                                                 ii.      The Haven Book-About Series.

1.      RD noted for the record her involvement as co-editor on this project.  RJ advised that she could be present for the discussion.

2.      After lengthy discussion it was agreed that the Board supports the publication of the 4^th book in the series (by LN) and the marketing/distribution of the first series of 3 or 4 books. RJ noted that at the present time there are no funds available for marketing/distribution beyond the bookstore and the on-line sales facility.

3.      The Board wishes to see a business plan if a second series proceeds. A business plan should also be developed for the marketing/distribution of the first series.

                                                iii.      Andrew Best Video Project.

1.      “There is a Place” DVD.

a.       RJ has met with Andrew Best and understands that AB is interested in professionally promoting The Haven.

b.      AB has given permission for an unlimited supply of the “There is a Place” DVD to be pressed for Come Alive participants.

2.      “Anger Boundaries Toolbox” DVD.

a.       RJ advised that AB is concern about being able to repay his investors for this project.

b.      RJ noted that “The Haven Learning Library” is AB’s, not The Haven’s, and that the logo is AB’s as well, not The Haven’s.

c.       RJ noted that Joann Peterson has no legal contract for royalties.

d.      There was discussion about the importance of branding, copyrighting etc.

 

Meeting adjourned for lunch at 12:10pm and reconvened at 12:55pm.

[Scott Poole joined the meeting.]

 

7.      Committee Reports.

a.       Facilities.

SP provided a verbal report.  He noted that with respect to the Master Planning process there is both apprehension and support, and recognition of the importance of combining spirit and process.

                                                   i.      Progress To-Date:

1.      Building & vegetation inventories complete

2.      Building inventory led to resolving several health and safety issues

3.      Compliance review remains unfinished - under work of project manager (Linda Moore) which was taken out of budget

4.      assemble drawings (partly finished)

5.      measure certain spaces

6.      compliance analysis

                                                 ii.      Two meetings:

1.      One by phone.  SP notes that RJ has stated that the Board wants a “state of the art, leading edge facility”.

2.      One on property.

a.       Site review with Bill Leuze (BL)

b.      Information needed to support progress identified.

c.       Needs report from BL (all ties in to available funds; short-term vision ties with big vision).

d.      Exercise in determining values expressed by built environment.

e.       Visioning exercise

f.        Next steps outlined.

                                                iii.      SP noted the following quotation from Jim Sumi:  “Maintaining meandering parts in my world is what opens serendipitous opportunities.”

                                               iv.      It was noted that a new chair is required for the Facilities Committee given that TL has resigned.  MG advised that he will contact SP and BCroeni in this regard.

 

[SP left the meeting.]

 

8.      General Board Affairs (continued)

a.       Executive Director’s Report (continued)

                                                   i.      International Activities.

1.      RJ advised on the current status of the 3-year contract with Hai Wen.  He recommended that The Haven invoke the termination clause in the contract (meaning the termination notice would be given by Sept 30/06 and that the last day of the current contract would now be Dec 31/06).

2.      LN noted her concern with the apparent lack of commitment of The Haven’s part.

3.      RJ noted his concern about possible risk to leaders, and also the impact on resources here.

4.      DR suggested that the wording in the next contract be more positive.

5.      CA noted that discussions and correspondence to-date have been reasonably positive on the part of both parties, and that the formal termination of the 3-year contract can be handled in a similar fashion.

6.      GO suggested that legal issues by addressed prior to negotiating a new contract so that The Haven is acting in good faith.

7.      There was general discussion about the need for care in business relations between for-profit corporations (such as Hai Wen) and non-profits.

Moved by RJ, and seconded by MG, that the termination clause in our contract with Hai Wen be invoked, and that this be presented in a positive fashion indicating The Haven’s receptiveness to re-negotiation.

Motion carried unanimously.

8.      LN requested that leaders be consulted on any new contract to address, for example, cancellation clauses.

9.      CA noted that the contracts with Huawei are for individual courses no decision is required for them.

10.  LN suggested that emergency plans should be in place should, for example, a leader be incarcerated in China.

11.  MG recommended that RJ continue to completion the contract risk assessment for this, as well as other contractual obligations (the initial review was done by the Governance Committee).

                                                 ii.      Strategic Plan.

1.      There was lengthy discussion regarding the document circulated by RJ in August 2006.

2.      BC asked the Board to consider each section in terms of whether it could “live with” them for now.  Given this perspective, there were still a few areas for which the Board was not in full support.

3.      RJ noted that he would have preferred to have a finalized strategic plan upon which management could base the 2007 budget and business/marketing plans; nevertheless these processes will proceed.

 

9.      Committee Reports (continued)

a.       Governance

                                                   i.      MG advised that the Committee recommends Jennifer Sass be considered for the Friends of Haven US.  The Board was in agreement wit this.

                                                 ii.      MG advised that the Committee recommends three new Directors be appointed:  Steve Davis, Janice Comeau and Dave Tyler.

Moved by MG and seconded by LN, that Steve Davis, Janice Comeau and Dave Tyler be recommended for appointment as Board Directors.

Motion carried unanimously.

                                                iii.      PR noted his intention to have someone else chair the Audit & Finance Committee and that he could then chair the Facilities Committee.  Both Dave and Janice could be candidates for the Audit & Finance position.

b.      Education

                                                   i.      Education Master Plan

1.      CM (Education Chair) provided a verbal summary of the draft document.

2.      GE (Education Committee member) noted a concern with “spiritual” references in the text and conclusion.

3.      CM stated she had been unaware of the degree of concern on this issue and wished to take the document back to her Committee.

4.      There was lengthy discussion about the draft document and whether or not to circulate it to faculty and others, as is.  The final decision was that it be circulated with a carefully worded cover-email emphasizing that it is a draft discussion paper (all opinions honoured).

5.      There was discussion about how the feedback on this document could be compiled.

c.       Governance (continued)

                                                   i.      Accountability Agreements

1.      BC noted that he is looking at the possibility of an Advisory Board which might meet twice a year.

2.      BC will provide a revised template for the accountability agreements, as well as a copy of Jim Collin’s “Good to Great” Addendum.

d.      Standards & Practice

                                                   i.      DR reported that there has been one meeting of the committee:

1.      One topic of discussion was beginning with themselves i.e. having a higher order of honesty between the three members.

2.      The committee is discussing becoming more pro-active instead of waiting to be requested to address issues or questions.

3.      There has been discussion about Joann’s position (Director of Education) including the duties, appropriate title etc.

4.      The committee believes there is a need to re-vision the Standards and Practice Committee, senior faculty, and Education Committee roles, interfaces etc.

 

10.  New Business

a.       MG asked if there is anything he or the Board can do to support RJ.

b.      RJ responded that the Board aligning itself and thus providing guidance for the ED and the managing Directors is what would be most helpful.

 

[MG, CM and LN left the meeting at 3:40pm.]

 

11.  Committees (continued)

a.       Audit and Finance

                                                   i.      PR presented the financial reports and noted some corrections and an anomaly.

                                                 ii.      PR noted that the Comptroller (Christine Purfield) has been away for the last few weeks.

                                                iii.      LK wondered if PDS profit can be donated to the Foundation to avoid taxes.

                                               iv.      BC asked for clarification on two items:

1.      page 60 – what is #7 (advances from shareholders)

2.      page 62 – amortization?  (depreciation)

                                                 v.      RJ expressed his appreciation for PR’s extra work through the management reorganization.

 

b.      Development

                                                   i.      GR summarized donor campaign plans, including mail-outs and follow-up calls, and upcoming marketing initiatives including the catalogue, Shen and the Vancouver Symposium.

 

Meeting adjourned at 3:55pm.

 

Action Items:

1.      RJ to acknowledge the contribution of three former Board Directors (RGS, SS and TL) through the sponsorship of a course(s) in their names.

2.      MG to ensure that exit interviews are conducted for SS and TL.

3.      CA to distribute 2007 Meeting Schedule to staff coordinator (Louise Amuir) and to Systems for posting to the website.

4.      MG to contact SP and BCroeni regarding a new Chair for the Facilities Committee.

5.      CA to proceed diplomatically with termination of the 3-year contract with Hai Wen; ensure risk assessment information available prior to renegotiating a new contract; address an emergency response plan in case of legal difficulties with our leaders in China; and ensure leaders are consulted on  any new contract with Hai Wen.

6.      BC to incorporate Board ideas in a revised Strategic Plan for The Haven.

7.      CA to provide a letter to the Friends of Haven US recommending that Jennifer Sass be considered for their membership.

8.      CM to ensure that the Draft Education Master Plan is presented as a draft discussion paper.

9.      BC to provide revised accountability template to all Directors.

 

Minutes recorded by:            Carole Ames

Minutes adopted: Adopted December 15, 2006