Minutes for Meeting of May 25, 2007

Victoria Foundation Boardroom, Victoria, B.C.

 

Attending: 

Board:  Bill Chalmers (Chair), Steve Davis, Mark Gunderson, Laurie Kelley, Connie Munro, Linda Nicholls, Dave Tyler, Rick Jackson

Ex-Officio Members:  Randy Wong, Gerry Owen

Friends of Haven:  Ron Adkins, Bryan Croeni

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

Guests & Others: Cathy McNally (Faculty Committee)

Regrets:  David Raithby

Minute taker: Christine Purfield

 

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

The Vision and Mission statements were read. The Chair thanked Laurie Kelley and Scott Poole for their generous gift of funding the Board meeting in Victoria, together with accommodations, meals, and an evening presentation.

 

2.      Approval of Agenda.

The agenda was approved.

 

3.      Check-Ins

All present checked in.

 

4.      Introduction of the Executive Director – John Shields

John was welcomed to the Board. He elaborated upon his letter of introduction which was part of the agenda package.

 

5.      General Board Affairs

a.       Approval of Minutes

     

Moved and seconded,

                  That the Final Draft of the March 30th, 2007 minutes be adopted.

      Motion carried unanimously.

 

b.      Acting Executive Director Report - Christine Purfield

This report was received for information. A question was asked regarding the timeline for programme costing. The end of the year is targeted. A discussion ensued about the profitability of courses and how this is not always a necessity. Some courses can and should be offered: for example, if they fit with the Haven philosophy, if they “feed” into other courses, or they form part of the diploma programme etc. The importance of marketing was emphasized.

 

c.       Management Reports

                                                  i.      Programmes – Rachel Davey

Rachel reported on donations received since the last Board meeting – Helping Hands $1,126 and Learning Person to Person $809. Rachel’s written report was discussed:

·        The number of non-proprietary (NP) courses has declined over the last five years from 109 to 70. New NP courses should be accepted only on review of a marketing plan. Courses that are already established and successful elsewhere would be considered. Our population is ageing and it has been noticed that the “Boomer” generation is signing up for Come Alive and not for courses like “Transition to Retirement”. Our current course offerings are not always suitable for the younger generation. We need to move out of our frame of reference and explore new course offerings that the younger generation can relate to. In addition, it was mentioned that we need to respond organizationally to the younger generation – there are no board members under 35.

·        Marketing is an issue with the NP courses and this should be taken into consideration in the costing exercise. Rachel noted that it is the NP courses that are attracting the Educational credits.

·        Ownership of new courses was discussed with the concern that non-ownership of course rights could be a disincentive for faculty to develop such courses. The key is on the delivery, not the ownership. What can we do to sustain courses and the Haven in the long-term? Haven can take courses outside, to places of employment for example. We could expand by offering Anger, Boundaries and Safety (for example) at Hollyhock. What can we create rather than what can we protect? A paradigm shift is needed – we can lose intellectual property and lead the way, or we can hold onto intellectual property and stagnate. Online courses make courses more available to more people. Courses then become less of a product and more of a service.

·        What drives the Haven now? Perhaps it is time to reinvent ourselves in the next strategic planning review. We should consider taking courses to the participants as travel is an issue to many people. However, there is a “magical” aspect to being on our property – but do we have the quality facilities to offer quality courses?

 

(Break at 10.35a.m. – Gerry Owen left. Meeting resumed at 10.50a.m.)

 

·        The Vancouver Symposium was briefly discussed. Symposia have been successful in the past and we achieved our goal of taking the Haven off property. However, now it is time to rethink the event. Are two per year necessary? Let’s not forget that in the past we have used the Symposium to thank donors. Rachel is reviewing the concept, timing, and purpose of the Symposium.

·        There’s no marketing expertise on the Board. Let’s have a formulated, well thought out marketing plan rather than ad hoc decisions made by the Board.

·        From a financial perspective the Symposium was not a success. A concern was raised regarding budget and expenditure controls. The Board should have a policy to set controls and ensure adherence.

·        Rachel provided some clarity around last year’s Symposium loss – many of the expenses were not correctly allocated in the accounting system, resulting in a loss much closer to the 2007 figure than was previously acknowledged.

 

                                                 ii.      Operations – Bill Leuze 

Bill presented his written report and noted that the large swimming pool will be open in time for the summer season. The Havenhaus hot tub, however, will be closed due to an issue of non-conformity. Bill outlined his concern that the Haven is unable to attract and retain quality staff due to low wages. He needs more skilled people to maintain the premises. A discussion ensued:

·        Paul Robillard began work on a salaries review. It was suggested that John Shields add this to his list of priorities to resurrect. We need to re-examine our wage policies and survey the market. Very few of our employees are long-term employees, indicating a problem with retention. Exit interviews reveal that wages are a reason for leaving. Year end bonuses have been in place for several years, but staff would prefer a better wage.

 

                                                iii.      Finance and Administration – Lorena Lavers

Lorena presented her written report and used the analogy of a boating experience to describe her current reality. The Haven organizational structure is a challenge to her; there is money in the Haven Foundation but there are challenges to move it over to P.D. Seminars due to the 80/20 charity rules and the undue benefit rule. Discussion on Lorena’s report will be included in the Audit and Finance report.

 

d.      Old Business – Bill Chalmers

The action list from the March 30^th meeting was reviewed. There is nothing outstanding.

 

6.      Committee Reports

a.       Search Committee – Bill Chalmers

The Chair reported on the success of the search for a new Executive Director. There were 38 applicants, six were short-listed, and John Shields was selected. The Chair will circulate a report to the Board in the next couple of weeks.

 

 

b.      Audit & Finance  - Dave Tyler and Lorena Lavers

The organization has been on budget for the past 3 months. Due to the effect of the Symposium and the cancellation of a Phase course, the projected year end picture is not as positive as first anticipated. While net income before depreciation is forecast to be in a positive position for 2007, there is a problem with cash flow to fund the approved capital expenditures. Over the last several years the Haven has fallen into disrepair due to underfunding capital improvements. A discussion followed as to whether the Haven is a business or charity? Who would donate to improve the assets of a business? Certainly a charity should not be forecasting a deficit, but deficits are part of reality for businesses.

 

(Lunch break at noon. Meeting resumed at 1.35p.m.)

 

A discussion of the Audit & Finance report, the proposed budget, and the memo from John Shields and Christine Purfield followed:

·        With regard to the projected deficit, it was suggested that capital and operating budgets should be viewed separately.

·        A deficit cash flow is predicted due to capital spending. This cannot continue from year to year.

·        We need long-term capital plans. Working on an ad hoc basis is not efficient or effective.

·        For some directors, borrowing is not an option. Other options might be: increase revenue, attract more donations, or sell a piece of property.

·        Other ideas – borrow from donors, the development committee needs to raise more money, a short term loan until September.

·        There was another discussion about the structure of the Haven and the difficulty of transferring funds from the Foundation to P.D. Seminars to improve assets.

·        There is cash in the Foundation. It is either difficult or unwise to transfer funds between the two entities. P.D. Seminars Ltd. currently owns all the assets.

·        The current situation came about because of a lack of strategic planning and visioning. We must have the ability to create a vision. We need a strategic plan to address the nature of the Haven – who are we? We need to look at facilities in relation to education, development, marketing, and budgets and financing.

 

Motion: That the “no deficit budget” requirement in the Governance Guidelines be suspended for 2007; the 2007 budget with a projected operating deficit of up to $75,000 be approved; additional capital spending in the amount of $133,070 for 2007 be approved to a maximum of $291,750 (additional and already approved combined); and the acquisition of a further $100,000 in financing be approved.

                        The motion was carried – 6 in favour; 2 opposed. (Gunderson, Nicholls)

 

An unscheduled discussion then took place about the structure of the Haven. Various aspects were covered; the main points are summarized below:

 

·        Are we a business or a charity, or both?

·        The Governance Guidelines were introduced to give credibility and focus. They can be amended by the Board.

·        What should the role of the Board be? Are we fundraisers?

·        If Haven is a charity, what is our charitable purpose?

·        Although Haven is not for profit, it should be run in a business like manner.

·        The main charitable purpose is to provide bursaries for people who could not otherwise afford to take Haven courses.

·        There needs to be a collective vision for the Haven. It must start at the Board level.

·        There should be involvement with other entities – can we link with other organizations?

·        We should set the limitations of our experience aside and dare to dream.

·        We need to cast our nets wider and consult with the next generation.

 

c.       Governance Committee – tabled until next meeting

 

d.      Facilities Committee – Bryan  Croeni

Bryan outlined the frustration felt by both him and Scott Poole. In the past the Committee has been reactive rather than proactive. Small, day to day, maintenance type activities are forwarded to them for review. This is not where the skill set of the Committee lies. The Committee would like to take a strategic approach, adding value, and enabling facilities to support programmes. The Committee needs a clear mandate from the Board, and some guiding principles. Bryan and Scott are underutilized in their roles as Committee members.

 

e.       Standards & Practice – tabled until next meeting

 

f.        Education Committee – Connie Munro

There will be a meeting about the Online Learning research on July 9^th 2007 at the Haven. All directors who are interested are welcome to attend. Those unable to attend in person may phone in using Navigata.

 

7.      Other Business

All other business was tabled until the next meeting. Instead of the Directors’ work weekend in September the Board will hold its usual meeting on September 7^th and planning sessions on September 8^th and 9^th.

 

The meeting was terminated at 4.30p.m.