 |
 |
 |
 |
 |
 |
 |
|
|
 |
 |
 |
 |
 |
 |
 
|
Minutes for Meeting of November 2nd 2007 The Haven, Gabriola, B.C. Attending: Members: Randy Wong, Paul Robillard, John Gill Board: Bill Chalmers (Chair), Dave Tyler, David Raithby, Connie Munro Ex-Officio Directors: Randy Wong (also Member), Gerry Owen Friends of Haven: Ron Adkins Management: John Shields, Christine Purfield, Rachel Davey, Lorena Lavers, Bill Leuze, Gwen Ewan. Guests & Others: Carole Ames (Faculty Committee) Regrets: Dick Sass, Linda Nicholls, Rick Jackson, Steve Davis, Laurie Kelley, Bryan Croeni Recorder: Christine Purfield
1. Call to Order at 10:10a.m. by the Chair. The Vision and Mission statements were read by Connie Munro.
2. Check-In. All present checked-in
3. Agenda addition. David Raithby requested the addition of “Proxy Votes”.(amended February 29 2008) The Chair suggested the subject be discussed prior to any proxy votes being needed and, in the event no proxy votes were needed this meeting, would be discussed at another Board meeting. Agreed by David. Members’ presentation under 7 (a) will be moved to immediately follow 3. Agreed by all.
Meeting moved to “In-Camera” for the Members’ presentation and discussion at 10.20a.m. All non-voting Directors, management, and guests left. Remaining: Bill Chalmers, John Shields, Dave Tyler, Connie Munro, David Raithby, Randy Wong, Paul Robillard, John Gill.
Board meeting reconvened at 2.35 p.m. Paul Robillard and John Gill absent.
4. General Board Affairs. a. Approval of Minutes An amendment to the September 7th minutes was noted: in the statement related to Dave Tyler not being in support of the sole Director model for P.D. Seminars, Dave would like an amendment to clarify that his reason for non-support is due to a lack of information currently being available to him. Moved and seconded, That the September 7th 2007 minutes be adopted as amended. Motion carried unanimously. b. Old Business and Action Items: – Bill Chalmers Removed.
c. Executive Director and Management reports i. Executive Director – John Shields John referred to his written report. With respect to recent e-mails and his memo regarding the restructuring, the professional advice received was that we should be proceeding for a number of reasons. ii. Operations – Bill Leuze Bill had no additions to his written report. iii. Programmes – Rachel Davey Rachel discussed two additions to her written report: 1) a project focused on using “Haven Models” as a marketing tool and 2) Haven will undertake the design and creation of brochures for all our courses – including non-proprietary – to create a consistent and professional look. A question was raised regarding the timing of the event to honour Ben and Jock. This will be held on January 1st 2008 between 1.30p.m. and 3.p.m. The Phoenix Auditorium will be renamed the “Wong McKeen Phoenix Auditorium”. A piece of stained glass artwork will be commissioned to commemorate the occasion and will be movable to hang in either a window or cover a door. Photographs of Ben and Jock over the last twenty five years will be displayed. iv. Interns – Gwen Ewen Gwen had no additions to her written report. v. Faculty – Carole Ames Carole had no additions to her written report. vi. Finance – Lorena Lavers Lorena distributed and discussed the P.D. Seminars Ltd. budget for 2008. The budget and Lorena’s memorandum to the Chair of the Audit & Finance Committee will be added to the agenda package. The budget addresses staff wage increases, tuition fee increases, room rate increases, and the expansion of errors and omissions insurance to cover Faculty, interns, and assistants. The capital expenditure budget is in “draft” form only as management is still refining it. The Haven Foundation 2008 budget will be presented after the end of the year as it is based on funds on hand as at December 31st 2007. A question was raised regarding the $50,000 allocated for increased marketing expenses. This is for technical marketing assistance and Rachel is working on a request for proposals. Dave Tyler still has questions around the budget proposal and he will be consulting with John Shields to have them answered. Moved and seconded: Resolved to approve the 2008 operating budget for P.D. Seminars Ltd. Motion carried.
5. Committee Reports. a. Audit and Finance – Dave Tyler Dave clarified his comments in his report regarding the disbursement quota for Haven Foundation. The disbursement shortfall for 2006 was an anomaly. He stressed that the 80/20 rule needs to be adhered to.
6. Other Business. a. Restructuring – John Shields John summarized the report from Ernst and Young. In their opinion, there will be no corporate tax consequences on the donation of assets from P.D. Seminars Ltd. to Haven Foundation. An appraisal of the property will be done mid-November. The amount of the transfer will be included in our 80/20 disbursement quota calculation and is being reviewed by our legal advisors. Moved and seconded: that the motion of the previous Board meeting is amended to read as follows: It is moved that the CFO is directed, in appropriate consultation with the E.D., (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 P.D. Seminars to The Haven Foundation as rapidly as prudent. November 2nd 2007 – the Board of Directors confirm their intention to move forward with this agreement. Motion carried unanimously. b. Board Committee Structures – John Shields i. Proposed terms of reference – Education and Standards Committee A concern was raised regarding the voting capacity of Faculty members on this committee. John clarified that a consensus model would be used for this committee. That is, the committee will work through to agreement and no one on the committee will need a vote. The draft terms of reference will include a note to this effect. The Education and Standards Committee will be active immediately and work through to June 2008. It will be evaluated at that time. ii. Proposed terms of reference – Education and Dispute Appeals. Management will be assuming more of a direct responsibility for disputes arising in relation to faculty, interns, and assistants. In the event of a dispute or a complaint, faculty, interns, and assistants need a place to appeal. The terms of reference were summarized. Moved and seconded: Resolved that the terms of reference for the Education and Standards and Education and Dispute Appeals Committees be approved.
Motion carried unanimously.
All other proposed terms of reference for committees will be tabled until the June 2008 meeting. c. Summary of the closed session with Members – Bill Chalmers and Randy Wong At the request of a non Board participant, a brief summary was given of the discussion of the Board with the Members. d. Resignation – Dave Tyler Dave Tyler announced he was resigning as Chair of the Audit and Finance Committee. He has a more cautious approach to risk assessment than the board or members. He speaks from his personal philosophy and his own experience as an ED/CEO. He has a heavy volunteer background and has always acted alongside management. He does not want to hamper the board but he is used to a bigger governance overlap between directors and management. He will also resign as a director and wishes the Board/Haven success. The Board expressed its appreciation for Dave’s work as a Director and as the Chair of the Audit and Finance Committee.
Termination: 3.25p.m.
Next Board meeting: To be announced.
Approved: February 29th 2008
Home | Institute | Foundation | Resort | Conferences | Store | Us © 2002. All rights reserved, The Haven
|
||||||||||||||
