Minutes for Meeting of September 7th 2007

P3, Haven, Gabriola, B.C.

 

Attending: 

Board:  Bill Chalmers (Chair), Steve Davis, Laurie Kelley, Linda Nicholls, Dave Tyler, Rick Jackson, David Raithby

Ex-Officio Members:  Randy Wong, Gerry Owen

Friends of Haven:  Ron Adkins

Management: John Shields, Christine Purfield, Rachel Davey, Lorena Lavers, Bill Leuze, Gwen Ewan.

Guests & Others: Cathy McNally (Faculty Committee)

Regrets:  Connie Munro

Minute taker: Christine Purfield

 

1.      Call to Order at 9:10am by the Chair.

The Vision and Mission statements were read. Lorena Lavers and Linda Nicholls arrived at 9.25a.m.

 

2.      Approval of Agenda.

The agenda was approved with the addition under “Other Business” of h) Voting rights of ex-officio directors.

 

3.      Check-Ins.

All present checked in.

 

4.      General Board Affairs.

a.       Approval of Minutes

An amendment to the May 25^th minutes was noted: in the paragraph relating to the Vancouver Symposium, no committee was struck.

Moved and seconded,

            That the May 25th, 2007 minutes be adopted as amended.

Motion carried unanimously.

(Gerry Owen left at 10.50 a.m.)

b.      Appointment of the Executive Director to the Board – Bill Chalmers

A discussion ensued regarding the appointment of the Executive Director to the Board. There were concerns regarding a conflict of interest and various directors shared their personal experiences. A clarification between elected/appointed directors and ex-officio directors was given by the Chair: the latter are appointed by virtue of their position and may or may not be granted the right to vote. Directors requested a clarification of who the Members are and their role. An historical overview of the current structure was given. Directors discussed the benefits and drawbacks of an Executive Director as a member of the Board.

Moved and seconded:

Resolved that the Executive Director be an ex-officio, voting member of the Board of Haven Foundation.

Motion carried unanimously.

 

c.       Appointment of John Shields as sole Director of P.D. Seminars Ltd.

The Chair advised that John Shields has been formally appointed the sole Director of P.D. Seminars Ltd. Dave Tyler wished it to be noted that he opposes the idea of only one director for P.D. Seminars Ltd. as he does not currently have any information to support the decision.

d.      Executive Director and Management Reports

 

                                                  i.      Executive Director – John Shields

John summarized and expanded on his written report. A question arose regarding the integration of management into Board committees. This will be addressed under item 6(f) - Board committee structures.

                                               ii.      Finance– Lorena Lavers

Lorena summarized her written report and commented on the positive variance trend in P.D. Seminars Ltd. and the donations received by the Foundation. Directors discussed the shifting demographics on the island and the diminishing access to a minimum wage labour market. A breakdown of the amounts included in the Foundation disbursements for administration was requested. A discussion ensued regarding management’s authority to cover an excess of capital improvement spending in one area by reducing capital spending in other areas. Some Directors felt that management should have this flexibility; others were concerned about projects approved by the board not being carried out due to excess spending in another area, even though the overall annual capital budget was not exceeded. It was stressed that the Board has a duty and an obligation to receive information on excess spending.

                                             iii.      Programmes – Rachel Davey

Rachel summarized her written report. Directors discussed the cancellation of a Come Alive in China. Rachel outlined her proactive approach to advising potential participants of upcoming Phase courses. Core courses are either on budget or exceeding budget; established non-proprietary courses are successful; less established non-proprietary courses are not so successful. A caveat was raised to not budget future revenue on the increased revenue in 2007, as these things tend to be cyclical.

                                              iv.      Operations – Bill Leuze

Bill summarized his written report and addressed the cost overrun on the Eagleview renovation which was raised by Directors under the Finance report. Directors requested information on what capital expenditures were not done due to the overrun. Bill explained that it was mainly maintenance, purchases of furniture and fixtures, and fixing the paving. The general deterioration of the facilities was discussed.

                                                 v.      Interns – Gwen Ewen

Gwen updated the Board on her initiatives in the area of interns. The active list has been culled and we now stand at 57 active interns. There will be a training meeting for interns in late November/December. Concerns were expressed that both Faculty and the non-active interns need to be kept informed of the separation of active and non-interns in our records.

 

e.       Old actions and business items – Bill Chalmers

None.

 

5.      Committee Reports.

There were no committee reports submitted.

 

6.      Other Business.

 

a.       Strategic Planning Process – Dave Tyler

Dave stressed his concern that we need to be ready with the strategic plan and budget by December 31^st. There should be reports and updates on the strategic plan throughout the year. Directors expressed concern about this weekend and how we convey to staff and Faculty that the Board values their input and concerns and will take them into consideration, but that the final decision on a strategic plan rests with the Board. The last strategic plan was a status quo document. Haven needs to move forward, but forward to what? This strategic plan needs to be much more inclusive of all stakeholders. Should major donors be invited to these strategic planning sessions? Where do we need to push our boundaries? We’re still teaching a 40 year old course (Come Alive) Is there a process for adding new dimensions to what we teach?

b.      Policies Process – Dave Tyler

Audit and Finance Committee has started the process of reviewing what policies are in place with a view of “where do we go from here?” In answer to Dave’s question: “where are we on the review?” he was advised that the information would be available, as required, by the October meeting of the Audit & Finance Committee. Dave encouraged other committees to take on the same task.

c.       Accountability Agreements  - Bill Chalmers

Bill and John will work on a plan and report back to the next Board meeting.

d.      Succession Planning – Bill Chalmers

Tabled to next meeting

e.       Restructuring update and motion – Christine Purfield

Christine summarized her written report. A discussion ensued as to the benefits or negatives associated with merging P.D. Seminars Ltd and Haven Foundation into one organization. One Director asked a question about whether it would be possible to have one Foundation structure without a separate for-profit resort centre. The tax liability for the deemed sale of assets by P.D.Seminars Ltd. was also queried. The following motion was put forward:

 

Resolved that the Board approve in principal the combining of Haven Foundation and P.D. Seminars Ltd. into one organization using the name of Haven Foundation; subject to both clarity and budget implications of each step, as well as pay the tax appraisal, Bull Housser Tupper bill, Ernst & Young bill, and that management be authorized to execute in an expeditious manner subject to specific Board and Members approval at each step.

 

Carried unanimously.

(see addendum for a revised motion passed at a subsequent meeting)

 

f.        Board Committee Structures.

Various concerns were raised regarding the proposed new terms of reference for the Board committee structures:

·        Would the Executive Director and the Chief Financial Officer form a quorum?

·        Could we have consistency in the formatting?

·        Would the Chair and the Executive Director form part of the required Board contingent?

·        There should be a minimum of 3 Board members outside the Chair of the Board and the Executive Director.

·        We need to review the skill set of the Board

·        Not all Committee Chairs had been consulted prior to the meeting. Therefore, not all directors were familiar or comfortable with the changes.

·        Does the current structure serve us?

·        Are all committee members appointed by the Board?

A spirited discussion ensued on the various Committee structures and terms of reference. John will re-work and present at the next Board meeting.

g.       C.F.O. appointment to the Board

A discussion followed regarding the merits or not of the CFO being appointed to the Board. Tabled until the next meeting to be discussed at the same time as the Executive Committee.

h.       Ex-officio members voting status.

Tabled until the next meeting.

 

 

Meeting terminated: 17.55

 

 

Addendum:

 

            Motion presented at subsequent meeting: (Sunday, September 9, 2007)

 

Resolved that the CFO is directed, in appropriate consultation with the ED, ( and Gerry Owen if necessary), and the chairs of the Board and the Audit and Finance Committee, to proceed with necessary appraisals, tax accountant and tax attorney consultations toward the end of transferring all property (real, registered, intellectual, furnishings, and equipment) and staff from PD Seminars to The Haven Foundation as rapidly as is prudent.

 

Carried unanimously September 9^th 2007